Common use of Allocation of Merger Consideration Clause in Contracts

Allocation of Merger Consideration. Each Party will allocate the Merger Consideration in accordance with Schedule 2.4(i) and Applicable Law (including that Buyer will cause each Acquired Company to do so). As soon as reasonably practicable after the Final Net Working Capital and Cash becomes final and binding, but in any event within 20 days thereafter, Buyer will deliver to Sellers’ Representative a draft allocation of the Merger Consideration in accordance with Schedule 2.4(i) (the “Allocation”). Sellers’ Representative will have the right to review the Allocation and will notify Buyer in writing of any objections within 20 days after receipt of the Allocation. Buyer and Sellers’ Representative will cooperate in good faith to reach agreement on the disputed items or amounts, if any. If Buyer and Sellers’ Representative are unable to reach an agreement regarding the Allocation, then within 30 days following receipt by Buyer of Sellers’ Representative’s written objections, any disagreement will be resolved by the Arbitrator (to be selected as provided in Section 2.4(c) in the event not theretofore selected) whose involvement will be limited solely to disputed items. Any Allocation determined pursuant to the decision of the Arbitrator will incorporate, reflect and be consistent with Schedule 2.4(i). The Allocation, as prepared by Buyer if no timely written objection by Sellers’ Representative has been given, as adjusted pursuant to any agreement between Buyer and Sellers’ Representative or as determined by the Arbitrator (the “Final Allocation”), will be final and binding on the Parties. Any fees and expenses of the Arbitrator will be borne by Buyer and Sellers using the same method of allocation described in Section 2.4(d). After Closing, the Parties will, and will cause their respective Affiliates to, make consistent use of the Final Allocation, as adjusted to reflect any, if any, adjustments to the Merger Consideration, for all Tax purposes. With respect to such Final Allocation, as so adjusted, each Party will (1) be bound by such allocation, (2) act in accordance with such allocation in the preparation of all financial statements and the filing of all Tax Returns and in the course of any Tax audit, Tax review or other Tax Proceeding relating thereto, and (3) take no position and cause its Affiliates to take no position inconsistent with such allocation for Tax purposes (including in connection with any Proceeding), unless in each case otherwise required pursuant to a “determination” within the meaning of section 1313(a) of the Code.

Allocation of Merger Consideration. Each Party will allocate of the Company, Parent, Merger Sub, the Surviving LLC and the Members’ Representative acknowledge that the Merger is properly viewed for U.S. federal income Tax purposes with regard to the Parent as though Parent purchased all of the Company’s assets from the Members in exchange for the Merger Consideration and the other amounts payable to the Members pursuant to Section 2.4(c), plus the amount of any liabilities treated as assumed by the Merger Sub for income tax purposes (the “Tax Purchase Price”). The Tax Purchase Price shall be allocated among the “classes of assets” (as determined for the purposes of IRS Form 8594) of the Company based upon the fair market values thereof in accordance with Schedule 2.4(iSection 1060 of the Code. No later than ninety (90) and Applicable Law (including that Buyer will cause each Acquired Company to do so). As soon as reasonably practicable days after the Final Net Working Capital and Cash becomes final and bindingClosing Date, but in any event within 20 days thereafter, Buyer will the Parent shall deliver to Sellers’ the Member Representative a draft statement setting forth such allocation of the Merger Consideration in accordance with Schedule 2.4(i) Tax Purchase Price (the “Initial Allocation”). Sellers’ The Member Representative will shall have the right to review the Allocation and will notify Buyer raise any objections in writing of any objections within 20 to the Initial Allocation for fifteen (15) calendar days after the receipt of thereof. If the Member Representative does not timely raise any objections, the Initial Allocation shall become the “Final Allocation. Buyer .” If the Member Representative disagrees with respect to any item in the Initial Allocation, the Parent and Sellers’ the Member Representative will cooperate shall negotiate in good faith to reach agreement on resolve the dispute. If the Parent and the Member Representative are unable, within fifteen (15) calendar days after receipt by the Parent of such notice of objections, to resolve the disputed items, such disputed items or amountswill be referred to the Accounting Firm. The Accounting Firm shall, if any. If Buyer within thirty (30) calendar days, deliver to the Parent and Sellersthe Member Representative a written report setting forth its determination as to such disputed items (and only such disputed items), and such determination will be conclusive and binding upon the Parent and the Members’ Representative are unable to reach an agreement regarding the Allocation, then within 30 days following receipt by Buyer of Sellers’ Representative’s written objections, any disagreement will be resolved by the Arbitrator (to be selected as provided in Section 2.4(c) in the event not theretofore selected) whose involvement will be limited solely to disputed items. Any Allocation determined pursuant to the decision of the Arbitrator will incorporate, reflect and be consistent with Schedule 2.4(i). The Allocation, as prepared by Buyer if no timely written objection by Sellers’ Representative has been given, as adjusted pursuant to any agreement between Buyer and Sellers’ Representative or as determined by the Arbitrator (the “Final Allocation”), will be final and binding on the Parties. Any fees and expenses of the Arbitrator will be borne by Buyer and Sellers using the same method of allocation described in Section 2.4(d). After Closing, the Parties will, and will cause their respective Affiliates to, make consistent use for purposes of the Final Allocation. The fees and disbursements of the Accounting Firm shall be borne fifty percent (50%) by the Parent and fifty percent (50%) by the Members’ Representative (on behalf of the Members). Each of the Parent, as adjusted Merger Sub, the Surviving LLC and the Members’ Representative agree (a) to reflect any, if any, adjustments to the Merger Consideration, for all Tax purposes. With respect to such Final Allocation, as so adjusted, each Party will (1) be bound by such allocation, (2) act in accordance a manner consistent with such allocation the Allocation Schedule in the preparation of all financial statements and the filing of all Tax Returns and (including IRS Form 8594), (b) not to voluntarily take any position inconsistent therewith in the course of any Tax audit, Tax review audit or other Tax Proceeding relating theretoproceeding, and (3) take no position and cause its Affiliates unless required to take no position inconsistent with such allocation for Tax purposes do so by applicable Legal Requirements (including in connection with any Proceeding), unless in each case otherwise required pursuant to a “determination” within the meaning of section 1313(aSection 1313(a)(1) of the CodeCode (or any comparable provision of any state, local or foreign law)), and (c) to provide the other promptly with any other information reasonably required to timely complete IRS Form 8594.

Allocation of Merger Consideration. Each Party will allocate The Parties agree to cooperate in good faith to agree upon an allocation of the Merger Consideration Consideration, as finally determined pursuant to Section 2.2, and such other consideration required to be taken into account, and as may be required to be adjusted to take into account the treatment of the Escrow Cash as the property of the Buyer Parties for U.S. federal income tax purposes, among the Acquired Assets in accordance with Schedule 2.4(i) this Section 2.8 and Applicable Law (including Sections 755 and 1060 of the Code and the Treasury Regulations thereunder. On or prior to the date that Buyer will cause each Acquired Company to do so). As soon as reasonably practicable is 90 days after the determination of the Final Closing Date Balance Sheets, the Final Net Working Capital and Cash becomes final the Final CapEx Reimbursement Amount in accordance with Section 3.2(b) and binding, but in taking into account any event within 20 days thereafter, Buyer will deliver adjustments to Sellers’ Representative a draft allocation of the Merger Consideration pursuant to Section 3.2, the Buyer Parties shall prepare a schedule allocating the Merger Consideration (subject to such adjustments and any further adjustments required to be taken into account to reflect the treatment of the Escrow Cash as the property of the Buyer Parties) and other amounts paid by the Buyer Parties to the Seller Parties among the Acquired Assets, including the covenant in Section 8.5, in accordance with Schedule 2.4(i) this Section 2.8 and Sections 755 and 1060 of the Code and the Treasury Regulations thereunder (the “Asset Allocation”). Sellers’ Representative will have the right to review the Allocation and will notify Buyer in writing of any objections within 20 Within 30 days after the receipt of the Asset Allocation, the Agent shall provide written notice to the Buyer Parties of any changes to the Asset Allocation or otherwise shall be deemed to have agreed with the Asset Allocation. If the Agent proposed changes to the Asset Allocation and the Agent and the Buyer and Sellers’ Representative will cooperate in good faith to reach agreement on the disputed items or amounts, if any. If Buyer and Sellers’ Representative are unable to reach an agreement regarding the Allocation, then Parties cannot agree upon a revised Asset Allocation within 30 days following receipt by Buyer of Sellers’ Representativethe Agent’s written objectionsnotice, any disagreement will be resolved by then the Arbitrator (Buyer Parties shall engage the Independent Accountant to be selected resolve such dispute. The Independent Accountant shall review the disputed matters and as provided in Section 2.4(c) in the event not theretofore selected) whose involvement will be limited solely to disputed items. Any Allocation determined pursuant promptly as practicable deliver to the decision Buyer Parties and the Agent a statement setting forth its determination as to the proper treatment of the Arbitrator will incorporatematters in dispute, reflect and be consistent with Schedule 2.4(i). The Allocation, as prepared by Buyer if no timely written objection by Sellers’ Representative has been given, as adjusted pursuant to any agreement between Buyer such determination shall constitute the final Asset Allocation and Sellers’ Representative or as determined by the Arbitrator (the “Final Allocation”), will shall be final and binding on upon the PartiesParties without any further right of appeal. Any fees and expenses All charges of the Arbitrator will Independent Accountant and other expenses directly incurred in making such determination shall be borne by Buyer and Sellers using the same method Party against whom the majority of allocation described items were determined (based on amounts in Section 2.4(ddispute). After If, subsequent to the Closing, the Parties will, and will cause their respective Affiliates to, make consistent use of the Final Allocation, as adjusted to reflect any, if any, adjustments to the Merger Consideration, for all Tax purposes. With respect to such Final Allocation, as so adjusted, each Party will (1) be bound by such allocation, (2) act in accordance with such allocation there occurs any increase or decrease in the preparation of all financial statements and consideration paid for the filing of all Tax Returns and in the course of any Tax audit, Tax review or other Tax Proceeding relating thereto, and (3) take no position and cause its Affiliates to take no position inconsistent with such allocation for Tax purposes (including in connection with any Proceeding), unless in each case otherwise required pursuant to a “determination” Acquired Interests within the meaning of section 1313(a) of Treasury Regulations Sections 1.1060-1(e)(1)(ii)(B), the CodeParties shall adjust the Asset Allocation in a manner consistent with this Section 2.8, including the dispute resolution process contained herein. The Parties shall not file any Tax Return or otherwise take, or permit any Affiliate to take, any position with respect to Taxes which is inconsistent with such Asset Allocation, except as required by Law following a Final Determination.

Allocation of Merger Consideration. Each Party will allocate (a) The merger consideration (including the Merger Consideration in accordance with Schedule 2.4(iliabilities of the Company) and Applicable Law all other capitalizable costs (including that Buyer will cause each Acquired Company hereinafter, the "Consideration"), to do so). As soon as reasonably practicable after the Final Net Working Capital and Cash becomes final and binding, but in any event within 20 days thereafter, Buyer will deliver to Sellers’ Representative a draft allocation extent ------------- properly taken into account under Section 1060 of the Merger Consideration Code, shall be allocated among each of the assets of the Company in accordance with Schedule 2.4(i) the manner set forth in an Agreement (the “Allocation”)"Allocation Agreement") between Raytheon and Xxxx. Sellers’ Representative will have the right Xxxx and -------------------- Raytheon agree that they shall use their best efforts to review enter into the Allocation and will notify Buyer in writing of any objections within 20 days after receipt of the Allocation. Buyer and Sellers’ Representative will cooperate in good faith to reach agreement on the disputed items or amounts, if any. If Buyer and Sellers’ Representative are unable to reach an agreement regarding the Allocation, then within 30 days following receipt by Buyer of Sellers’ Representative’s written objections, any disagreement will be resolved by the Arbitrator (to be selected as provided in Section 2.4(c) in the event not theretofore selected) whose involvement will be limited solely to disputed items. Any Allocation determined pursuant Agreement prior to the decision of the Arbitrator will incorporateClosing Date (provided that entering into such Allocation Agreement shall not be a condition to Closing). (b) Except as required by a Final Determination, reflect Raytheon and be consistent with Schedule 2.4(i). The Allocation, as prepared by Buyer if no timely written objection by Sellers’ Representative has been given, as adjusted pursuant Xxxx agree to any agreement between Buyer and Sellers’ Representative or as determined by the Arbitrator (the “Final Allocation”), will be final and binding on the Parties. Any fees and expenses of the Arbitrator will be borne by Buyer and Sellers using the same method of allocation described in Section 2.4(d). After Closing, the Parties will, and will cause their respective Affiliates to, make consistent use of the Final Allocation, as adjusted to reflect any, if any, adjustments to the Merger Consideration, for all Tax purposes. With respect to such Final Allocation, as so adjusted, each Party will (1i) be bound by such allocationthe Allocation, (2ii) act in accordance with such allocation the Allocation in the preparation of all financial statements and the filing of all Returns (including filing Form 8594 with its Income Tax Returns Return for the taxable year that includes the Closing Date) and in the course of any Tax audit, Tax review or other Tax Proceeding litigation relating thereto, and (3iii) take no position and cause its Affiliates their affiliates to take no position inconsistent with such allocation the Allocation for federal and state Income Tax purposes purposes. (including c) If an adjustment is made with respect to the Cash Merger Consideration pursuant to this Agreement, the Allocation shall be adjusted in connection accordance with Code Section 1060 and the regulations promulgated thereunder, and in accordance with the Allocation Agreement or as otherwise mutually agreed by Raytheon and Xxxx. In the event that an agreement as to the appropriate adjustment is not reached within thirty (30) days after the delivery of the Adjusted Closing Balance Sheet hereto, any Proceeding), unless in each case otherwise disputed items shall be resolved pursuant to Section 2.8(e) hereof. Raytheon and Xxxx agree to file any additional information return required pursuant to the regulations under Code Section 1060 and to treat the Allocation as adjusted in the manner described in Section 2.5(b). (d) Not later than thirty (30) days prior to the filing of their respective Forms 8594 relating to this transaction, Xxxx and Raytheon shall deliver each to the other a “determination” within the meaning copy of section 1313(a) of the Codeits Form 8594.