Allocation of Purchase Price The Parties acknowledge that the sale of the Units to Purchaser will be treated as an asset sale for income tax purposes. Within 60 calendar days of the finalization of the Final Closing Statement, Purchaser, in consultation with Seller, shall provide Seller a proposed allocation (the “Allocation”) of the Purchase Price (plus Assumed Liabilities) among the Assets, in accordance with Section 1060 of the Code and any similar provision of state, local or foreign law. The Allocation shall become final and binding 20 calendar days after Purchaser provides the Allocation to Seller, unless Seller objects (in which case, Seller shall propose an allocation). Seller and Purchaser shall attempt in good faith to resolve Seller’s objections. If the parties are unable to mutually agree and resolve any disputes regarding such Allocation within 90 days of the finalization of the Final Closing Statement, then Seller and Purchaser shall submit such matters in dispute to an Accounting Firm for resolution; provided that if Purchaser and Seller are unable to agree upon such firm within ten days after the end of such 30-day period, then the Accounting Firm shall be an accounting firm of national standing appointed by the American Arbitration Association in New York, New York; provided that such firm shall not be the independent auditor of (or otherwise provide services under a contractual arrangement with) either Purchaser (or any of its Affiliates) or Seller (or any of its Affiliates including iHeartMedia, Inc. or any of its Subsidiaries). Each Party shall furnish the Accounting Firm such work papers and other documents and information pertaining to the allocations still in dispute (“Disputed Allocations”) as the Accounting Firm may reasonably request and shall be afforded an opportunity to discuss such Disputed Allocations with the Accounting Firm at such hearing as the Accounting Firm shall request or permit; provided, that (i) each Party shall provide the other Party with a copy of all materials provided to, and communications with, the Accounting Firm, and (ii) no Party (or any of its Affiliates, advisors or representatives) shall engage in any ex parte communication with the Accounting Firm at any time with respect to the Disputed Allocations. The Accounting Firm shall only resolve the Disputed Allocations. The resolution of the Disputed Allocations by the Accounting Firm shall be final and binding, and the determination of the Accounting Firm shall constitute an arbitral award that is final, binding and non-appealable and upon which a judgment may be entered by a court having jurisdiction over the party against which such determination is to be enforced. Purchaser and Seller shall each pay their own costs and expenses incurred under this Section 2.4; provided, however, that the Accounting Firm shall allocate, and Purchaser and Seller shall pay, its fees, costs and expenses between Purchaser and Seller in accordance with the percentage that the portion of the contested amount not awarded to such Parties bears to the amount actually contested by or on behalf of such Parties. Except as required by Law or any non-appealable Order, each Party covenants to report gain or loss or cost basis, as the case may be, in a manner consistent with such allocation for federal, state and local Tax purposes.
Purchase Price Allocation The Parties agree that the Purchase Price shall be allocated among assets of the Company and the Transferred Assets in accordance with Sections 338 and 1060 of the Code (and any comparable provisions of state or local Law and, in the case of the Transferred Assets, in accordance with any applicable Canadian law) or any successor provision and the principles set forth in Schedule 5.7. The Purchasers shall deliver to Sellers within 90 days after the Closing Date an allocation of the Adjusted Purchase Price (and the associated liabilities and other relevant items) in accordance with the previous sentence (the “Asset Allocation Schedule”). To the extent that the Sellers object to any of the items on the Asset Allocation Schedule, the Sellers and the Purchasers shall resolve such disputed items in good faith. Within 30 days of receipt of the Asset Allocation Schedule, the Sellers shall give written notice to the Purchasers of any comments. The Purchasers, shall revise the Asset Allocation Schedule to reflect Sellers’ reasonable comments, and shall not finalize the Asset Allocation Schedule without the Sellers’ prior consent, not to be unreasonably withheld, conditioned or delayed. Each of the Sellers and the Purchasers shall file all Tax Returns (including Internal Revenue Service Form 8883) and information reports in a manner consistent with the Asset Allocation Schedule, and shall take no position inconsistent with the Asset Allocation Schedule. The Parties shall cooperate with each other in timely preparing an amended Internal Revenue Form 8883 or any other applicable Tax Returns or information reports reflecting all adjustments to the Adjusted Purchase Price pursuant to this Agreement in a manner consistent with the Asset Allocation Schedule. The Parties confirm that no portion of the Purchase Price allocated to the Transferred Assets is being paid or allocated to a “restrictive covenant,” as that term is defined for the purposes of Section 56.4 of the Income Tax Act (Canada), as proposed by the Department of Finance Canada on October 24, 2012 (the “Legislative Proposals”) (or such similar provisions as may be finally enacted). If any portion of the Purchase Price allocated to the Transferred Assets is deemed by a Governmental Authority to be in respect of a “restrictive covenant,” then each Party agrees to execute and file any joint elections under Section 56.4 of the Income Tax Act (Canada) as per the Legislative Proposals (or such similar provisions as may be finally enacted) as may be requested by any other Party in respect of any “restrictive covenants” given under this Agreement or in connection with the transactions contemplated by this Agreement. The Parties shall make any similar provincial election, as applicable.
