Common use of Allocation of Consideration for Tax Purposes Clause in Contracts

Allocation of Consideration for Tax Purposes. (a) The Holdco Closing Consideration, plus any assumed liabilities (and any other pertinent items), to the extent properly taken into account under the Code, shall be allocated among the assets of the Holdco Entities (for this purpose looking through entities that are disregarded entities for U.S. federal income tax purposes) in accordance with the Code and the Treasury Regulations promulgated thereunder (and any similar provision of state or local law, as appropriate) (the “Holdco Allocation”). The Holdco Allocation shall be delivered by Holdco Buyer to the Sellers’ Representative within ninety (90) days after the Closing Date for the Sellers’ Representative’s review and consent. Holdco Buyer and the Sellers’ Representative shall work in good faith to resolve any disputes relating to the Holdco Allocation. If Holdco Buyer and the Sellers’ Representative are unable to resolve any such dispute within thirty (30) days following the delivery of the Holdco Allocation by Holdco Buyer to the Sellers’ Representative, such dispute shall be resolved by the Neutral Accounting Arbitrator in a manner consistent with the procedures set forth in Section 2.06(a). (b) The Operating Entity Closing Consideration, plus any assumed liabilities (and any other pertinent items), to the extent properly taken into account under the Code, shall be allocated among the assets of Operating Entities (for this purpose looking through entities that are disregarded entities for U.S. federal income tax purposes) in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provision of state or local law, as appropriate) (the “Operating Entity Allocation” and, together with the Holdco Allocation, the “Allocation”). The Operating Entity Allocation shall be delivered by Operating Buyer to the Sellers’ Representative within ninety (90) days after the Closing Date for the Sellers’ Representative’s review and consent. Operating Buyer and the Sellers’ Representative shall work in good faith to resolve any disputes relating to the Operating Entity Allocation. If Operating Buyer and the Sellers’ Representative are unable to resolve any such dispute within thirty (30) days following the delivery of the Operating Entity Allocation by Operating Buyer to the Sellers’ Representative, such dispute shall be resolved by the Neutral Accounting Arbitrator in a manner consistent with the procedures set forth in Section 2.06(a). (c) The Parties shall file all Tax Returns (including IRS Form 8594) consistent with the applicable Allocation. None of the Parties shall take any Tax position inconsistent with the applicable Allocation; provided, however, that nothing contained herein shall prevent any Party from settling any proposed deficiency or adjustment by any Tax Authority based upon or arising out of the applicable Allocation, and no Party shall be required to litigate before any court any proposed deficiency or adjustment by any Tax Authority challenging such Allocation.

Allocation of Consideration for Tax Purposes. Sellers and Buyer agree that the Purchase Price, as adjusted, and other amounts treated for U.S. federal income Tax purposes as consideration for a sale transaction (a) The Holdco Closing Consideration, plus any assumed liabilities (and any other pertinent items), to the extent properly taken into account under known at such time) (collectively, the Code, “Allocable Amount”) shall be allocated among the assets of the Holdco Entities (for this purpose looking through entities that are disregarded entities for U.S. federal income tax purposes) in accordance with the Code and the Treasury Regulations promulgated thereunder (and any similar provision of state or local law, as appropriate) (the “Holdco Allocation”). The Holdco Allocation shall be delivered by Holdco Buyer to the Sellers’ Representative within ninety (90) days after the Closing Date for the Sellers’ Representative’s review and consent. Holdco Buyer and the Sellers’ Representative shall work in good faith to resolve any disputes relating to the Holdco Allocation. If Holdco Buyer and the Sellers’ Representative are unable to resolve any such dispute within thirty (30) days following the delivery of the Holdco Allocation by Holdco Buyer to the Sellers’ Representative, such dispute shall be resolved by the Neutral Accounting Arbitrator in a manner consistent with the procedures set forth in Section 2.06(a). (b) The Operating Entity Closing Consideration, plus any assumed liabilities (and any other pertinent items), to the extent properly taken into account under the Code, shall be allocated among the assets of Operating Entities (for this purpose looking through entities that are disregarded entities for U.S. federal income tax purposes) various Assets in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provision of state or local law, as appropriate) (the “Operating Entity Allocation” and, together with the Holdco Allocation, the “Allocation”). The Operating Entity Allocation shall be delivered by Operating Buyer to the Sellers’ Representative within ninety (90) days after the Closing Date for the Sellers’ Representative’s review and consent. Operating Buyer and the Sellers’ Representative shall work in good faith to resolve any disputes relating to the Operating Entity Allocation. If Operating Buyer and the Sellers’ Representative are unable to resolve any such dispute within thirty (30) days following the delivery of the Operating Entity Allocation fullest extent allowed by Operating Buyer to the Sellers’ Representativeapplicable Laws, such dispute shall be resolved by the Neutral Accounting Arbitrator in a manner consistent with the procedures set forth in Allocated Values. The initial draft of such allocations shall be prepared by Buyer and shall be provided to the Seller’s Representative no later than 60 days after Closing for the Seller’s Representative’s review and approval, such approval not to be unreasonably withheld (as adjusted, the “Allocation Schedule”). The Allocation Schedule shall be updated to reflect any adjustments to the Allocable Amount. The allocation of the Allocable Amount shall be reflected on a completed Internal Revenue Service Form 8594 (Asset Acquisition Statement under Section 2.06(a1060). (c) The Parties shall file all Tax Returns (including IRS , which Form 8594) consistent will be timely filed separately by Sellers and Buyer with the applicable Allocation. None Internal Revenue Service pursuant to the requirements of Section 1060(b) of the Parties shall Code. Sellers and Buyer agree not to take any Tax position inconsistent with the allocations set forth in the Allocation Schedule unless required by applicable AllocationLaw or with the consent of the other Parties; provided, however, that nothing contained herein shall prevent any Party from settling any proposed deficiency or adjustment by any Tax Authority based upon or arising out of the applicable Allocation, and no neither Party shall be required unreasonably impeded in its ability and discretion to litigate before any court any proposed deficiency or adjustment by negotiate, compromise and/or settle any Tax Authority challenging audit, claim or similar proceedings in connection with such Allocationallocation. The Parties further agree that the allocations set forth on the Allocation Schedule will represent reasonable estimates of the fair market values of the Assets described therein.