Common use of Allocation of Purchase Price for Tax Purposes Clause in Contracts

Allocation of Purchase Price for Tax Purposes. Purchaser and Seller will allocate the Purchase Price (including Assumed Liabilities treated as purchase price for Tax purposes) among the Purchased Assets pursuant to this Section 2.09. Seller shall prepare and deliver a draft allocation of the Purchase Price (including the Assumed Liabilities) for Tax purposes among the Purchased Assets (the “Allocation”) to Purchaser within thirty (30) days following the date hereof. The Allocation will reflect a percentage of the Purchase Price (including Assumed Liabilities) that is to be allocated to each Purchased Asset, other than Inventory, in accordance with section 1060 of the Code. Inventory shall be valued as set forth in 2.07(a). The amount of the Purchase Price (including Assumed Liabilities) as finally determined pursuant to Section 2.07, less the Final Inventory Value, shall be allocated among the other assets in the percentage set forth on the Allocation. The Parties shall promptly provide each other with any reasonably requested information for purposes of preparing or reviewing the Allocation. Purchaser shall be deemed to agree with such draft Allocation unless Purchaser delivers a written dispute notice to Seller within thirty (30) days from the receipt thereof (setting forth in reasonable detail the reason for any objections and any proposed adjustments to the Allocation). Seller and Purchaser shall, in good faith, cooperate to timely resolve any such dispute. If Seller and Purchaser are unable to resolve any such dispute within forty five (45) days, the Parties shall refer such dispute to the Independent Accountant for resolution and the decision of the Independent Accountant shall be binding on the Parties. In such event, the Parties shall each use reasonable best efforts to cause the Independent Accountant to resolve such dispute within forty five (45) days of the date such dispute is referred to the Independent Accountant. The Independent Accountant shall not take any position that it does not believe is not more likely than not to be sustained if challenged by a Taxing Authority. Any amendments to the Allocation will be completed in a manner consistent with the preceding sentences of this Section 2.09. The Parties covenant and agree (a) to report for Tax purposes, including on IRS form 8954, the allocation of the Purchase Price (including the Assumed Liabilities) among the Purchased Assets in a manner entirely consistent with the Allocation, as it may be amended upon any adjustment to the calculation of the Purchase Price (including the Assumed Liabilities), (b) that the Parties will cooperate with each other in connection with the preparation, execution and filing of all Tax Returns related to the Allocation and will take no position inconsistent with the Allocation in the filing of any Tax Return, except upon a final determination within the meaning of Section 1313(a) of the Code by an applicable Taxing Authority and (c) that the Parties will use commercially reasonable efforts to advise each other regarding the existence of any Tax audit, controversy or litigation related to the Allocation.

Allocation of Purchase Price for Tax Purposes. Purchaser and Seller will allocate the Purchase Price (including Assumed Liabilities treated as purchase price for Tax purposes) among the Purchased Assets pursuant to this Section 2.09. Seller shall prepare and deliver a draft allocation of the Purchase Price (including the Assumed Liabilities) for Tax purposes among the Purchased Assets (the “Allocation”) to Purchaser within thirty (30) days following the date hereof. The Allocation will reflect a percentage of the Purchase Price (including Assumed Liabilities) that is to be allocated to each Purchased Asset, other than Inventory, in accordance with section 1060 of the Code. Inventory shall be valued as set forth in 2.07(a). The amount of the Purchase Price (including Assumed Liabilities) as finally determined pursuant to Section 2.07, less the Final Inventory Value, shall be allocated among the other assets in the percentage set forth on the Allocation. The Parties shall promptly provide each other with any reasonably requested information for purposes of preparing or reviewing the Allocation. Purchaser shall be deemed to agree with such draft Allocation unless Purchaser delivers a written dispute notice to Seller within thirty (30) days from the receipt thereof (setting forth in reasonable detail the reason for any objections and any proposed adjustments to the Allocation). Seller and the Purchaser shallagree that, in good faith, cooperate to timely resolve any such dispute. If Seller and Purchaser are unable to resolve any such dispute within forty five (45) days, the Parties shall refer such dispute to the Independent Accountant for resolution and the decision of the Independent Accountant shall be binding on the Parties. In such event, the Parties shall each use reasonable best efforts to cause the Independent Accountant to resolve such dispute within forty five (45) days of the date such dispute is referred to the Independent Accountant. The Independent Accountant shall not take any position that it does not believe is not more likely than not to be sustained if challenged by a Taxing Authority. Any amendments to the Allocation will be completed in a manner consistent with the preceding sentences of this Section 2.09. The Parties covenant and agree (a) to report for Tax all tax reporting purposes, including on IRS form 8954, the allocation of the Cash Purchase Price (including and the Assumed LiabilitiesLiabilities to the Acquired Assets shall be as set forth on Schedule 1.8, which Schedule 1.8 shall be completed by the Closing Date and which, when completed, will have been arrived at by arm’s length negotiation in compliance with Section 1060 of the Internal Revenue Code of 1986, as amended. In their preparation of Schedule 1.8, the Seller and the Purchaser will use their best efforts to value the Assumed Liabilities (including, in particular, the Assumed Liabilities associated with compliance with Environmental Laws included therein) among as of the Purchased Assets Closing Date in a manner entirely consistent accordance with the Allocation, as it may be amended upon most recent estimates of the amount and timing of such Liabilities then available to the Purchaser and the Seller. If there is any adjustment to the calculation Unadjusted Cash Purchase Price or the Assumed Liabilities in accordance with this Agreement, the Seller and the Purchase agree to make appropriate adjustments to the allocation set forth in Schedule 1.8. Each of the Purchaser and the Seller shall (i) timely file all forms (including Internal Revenue Service Form 8594) and Tax Returns required to be filed in connection with such allocation, (ii) be bound by such allocation for purposes of determining Taxes, (iii) prepare and file, or cause to be prepared and filed, its Tax Returns on a basis consistent with such allocation and (iv) take no position, or cause no position to be taken, inconsistent with such allocation on any applicable Tax Return, in any audit or proceeding before any Tax Authority or in any report made for Tax purposes. However, nothing in this Section 1.8 shall be deemed to prohibit the Purchaser, for financial reporting purposes, from making adjustments to the Purchase Price (including as determined for tax purposes in order to reflect the Assumed Liabilities), (b) that costs incurred by the Parties will cooperate with each other Purchaser in connection with this transaction and, if in the preparationreasonable judgment of the Purchaser and its independent public accountants, execution additional adjustments are necessary or appropriate based upon GAAP and filing of all Tax Returns related the most recent estimates then available to the Allocation Purchaser as to the amount and will take no position inconsistent with the Allocation in the filing of any Tax Return, except upon a final determination within the meaning of Section 1313(a) timing of the Code Assumed Liabilities associated with compliance with Environmental Laws being assumed by an applicable the Purchaser in connection with this transaction. If the allocation set forth on Schedule 1.8 is disputed by any Taxing Authority and (c) that Authority, the Parties will use commercially reasonable efforts to advise each party receiving notice of such dispute shall promptly notify the other regarding party hereto concerning the existence and resolution of any Tax audit, controversy or litigation related to the Allocationsuch dispute.

Allocation of Purchase Price for Tax Purposes. The Seller and the Purchaser and Seller will shall use their respective commercially reasonable efforts to allocate the Purchase Price (including Assumed Liabilities treated as aggregate purchase price to be paid for Tax purposes) among the Purchased Assets pursuant to this in accordance with Section 2.091060 of the Code. Seller No later than sixty (60) days following the Closing Date, the Purchaser shall prepare and deliver provide to the Seller a draft allocation of the Purchase Price (including the Assumed Liabilities) for Tax purposes aggregate purchase price among the Purchased Assets (the “Allocation”) "ALLOCATION STATEMENT"), such Allocation Statement to be prepared in accordance with the methodology set forth in the Code. The Seller shall notify the Purchaser within thirty (30) days following of receipt of such draft Allocation Statement of any objections that the date hereofSeller may have thereto. The Seller and the Purchaser shall negotiate in good faith to resolve any disagreement with respect to such Allocation will reflect Statement. Under no circumstances, however, shall the failure to agree on the allocation of the aggregate purchase price among the Purchased Assets or to resolve any disagreements with respect to such allocation be or be claimed to be a percentage breach of this Agreement. In addition, the Seller and the Purchaser shall timely file any information required to be filed pursuant to the Treasury Regulations promulgated under Section 1060 of the Code, and, if the allocations of the Purchase Price for Tax purposes shall have been agreed by the Parties upon as contemplated by this Section 3.2, shall use the allocation determined pursuant to this Section 3.2 in connection with the preparation of IRS Form 8594 (including Assumed Liabilitiesand any supplemental filings required in connection therewith) that is as such form relates to be allocated to each Purchased Asset, other than Inventory, in accordance with section 1060 of the Codetransactions contemplated by this Agreement. Inventory shall be valued as set forth in 2.07(a). The amount If the allocations of the Purchase Price (including Assumed Liabilities) for Tax purposes shall have been agreed upon as finally contemplated by this Section 3.2, neither the Seller nor the Purchaser shall file any Tax Return or otherwise take any position or action for Tax purposes that is inconsistent with the allocation determined pursuant to this Section 2.073.2, less except as may be adjusted by subsequent agreement following an audit by the Final Inventory Value, shall be allocated among Internal Revenue Service or by court decision. Notwithstanding the other assets in the percentage set forth on the Allocation. The Parties shall promptly provide each other with any reasonably requested information for purposes of preparing or reviewing the Allocation. Purchaser shall be deemed to agree with such draft Allocation unless Purchaser delivers a written dispute notice to Seller within thirty (30) days from the receipt thereof (setting forth in reasonable detail the reason for any objections and any proposed adjustments to the Allocation). Seller and Purchaser shall, in good faith, cooperate to timely resolve any such dispute. If Seller and Purchaser are unable to resolve any such dispute within forty five (45) daysforegoing, the Parties allocation referred to herein shall refer such dispute to the Independent Accountant for resolution and the decision of the Independent Accountant shall not be binding on the Parties. In such event, Seller or its creditors for the Parties shall each use reasonable best efforts to cause purpose of determining any distribution by the Independent Accountant to resolve such dispute within forty five (45) days Seller of the date such dispute is referred to funds received hereunder and/or the Independent Accountant. The Independent Accountant shall not take any position that it does not believe is not more likely than not to be sustained if challenged by a Taxing Authority. Any amendments to the Allocation will be completed in a manner consistent with the preceding sentences of this Section 2.09. The Parties covenant and agree (a) to report for Tax purposes, including on IRS form 8954, the allocation value of the Purchase Price (including the Assumed Liabilities) among the Purchased Assets in a manner entirely consistent with the Allocation, as it may be amended upon any adjustment to the calculation of the Purchase Price (including the Assumed Liabilities), (b) that the Parties will cooperate with each other in connection with the preparation, execution and filing of all Tax Returns related to the Allocation and will take no position inconsistent with the Allocation in the filing liens of any Tax Return, except upon a final determination within the meaning of Section 1313(a) of the Code by an applicable Taxing Authority and (c) that the Parties will use commercially reasonable efforts to advise each other regarding the existence of any Tax audit, controversy or litigation related to the Allocationcreditors in such funds.

Allocation of Purchase Price for Tax Purposes. Purchaser and Seller will allocate the Purchase Price (including Assumed Liabilities treated as purchase price for Tax purposes) among the Purchased Assets pursuant to this Section 2.09. Seller shall prepare and deliver a draft allocation of the Purchase Price (including the Assumed Liabilities) for Tax purposes among the Purchased Assets (the “Allocation”) to Purchaser within thirty (30) days following the date hereof. The Allocation will reflect a percentage of the Purchase Price (including Assumed Liabilities) that is to be allocated to each Purchased Asset, other than Inventory, in accordance with section 1060 of the Code. Inventory shall be valued as set forth in 2.07(a). The amount of the Purchase Price (including Assumed Liabilities) as finally determined pursuant to Section 2.07, less the Final Inventory Value, shall be allocated among the other assets in the percentage set forth on the Allocation. The Parties shall promptly provide each other with any reasonably requested information for purposes of preparing or reviewing the Allocation. Purchaser shall be deemed to agree with such draft Allocation unless Purchaser delivers a written dispute notice to Seller within thirty (30) days from the receipt thereof (setting forth in reasonable detail the reason for any objections and any proposed adjustments to the Allocation). Seller and Purchaser shall, in good faith, cooperate to timely resolve any such dispute. If Seller and Purchaser are unable to resolve any such dispute within forty five (45) days, the Parties shall refer such dispute to the Independent Accountant for resolution and the decision of the Independent Accountant shall be binding on the Parties. In such event, the Parties shall each use reasonable best efforts to cause the Independent Accountant to resolve such dispute within forty five (45) days of the date such dispute is referred to the Independent Accountant. The Independent Accountant shall not take any position that it does not believe is not more likely than not to be sustained if challenged by a Taxing Authority. Any amendments to the Allocation will be completed in a manner consistent with the preceding sentences of this Section 2.09. The Parties covenant and agree (a) to report for Tax purposes, including on IRS form 8954, the allocation of the Purchase Price (including the Assumed Liabilities) among the Purchased Assets in a manner entirely consistent with the Allocation, as it may be amended upon any adjustment to the calculation of the Purchase Price (including the Assumed Liabilities), (b) that the Parties will cooperate with each other in connection with the preparation, execution and filing of all Tax Returns related to the Allocation and will take no position inconsistent with the Allocation in the filing of any Tax Return, except upon a final determination within the meaning of Section 1313(a) of the Code by an applicable Taxing Authority and (c) that the Parties will use commercially reasonable efforts to advise each other regarding the existence of any Tax audit, controversy or litigation related to the Allocation. Confidential Information indicated by [***] has been omitted from this filing.

Allocation of Purchase Price for Tax Purposes. Purchaser and Seller will allocate the Purchase Price (including Assumed Liabilities treated as purchase price for Tax purposes) among the Purchased Assets pursuant to this Section 2.09. Seller shall prepare and deliver a draft allocation of the Purchase Price (including the Assumed Liabilities) for Tax purposes among the Purchased Assets (the “Allocation”) to Purchaser within thirty (30) days following the date hereof. The Allocation will reflect a percentage of the Purchase Price (including Assumed Liabilities) that is to be allocated to each Purchased Asset, other than Inventory, in accordance with section 1060 of the Code. Inventory shall be valued as set forth in 2.07(a). The amount of the Purchase Price (including Assumed Liabilities) as finally determined pursuant to Section 2.07, less the Final Inventory Value, shall be allocated among the other assets in the percentage set forth on the Allocation. The Parties shall promptly provide each other with any reasonably requested information for purposes of preparing or reviewing the Allocation. Purchaser shall be deemed to agree with such draft Allocation unless Purchaser delivers a written dispute notice to Seller within thirty (30) days from the receipt thereof (setting forth in reasonable detail the reason for any objections and any proposed adjustments to the Allocation). Seller and the Purchaser shallagree that, in good faith, cooperate to timely resolve any such dispute. If Seller and Purchaser are unable to resolve any such dispute within forty five (45) days, the Parties shall refer such dispute to the Independent Accountant for resolution and the decision of the Independent Accountant shall be binding on the Parties. In such event, the Parties shall each use reasonable best efforts to cause the Independent Accountant to resolve such dispute within forty five (45) days of the date such dispute is referred to the Independent Accountant. The Independent Accountant shall not take any position that it does not believe is not more likely than not to be sustained if challenged by a Taxing Authority. Any amendments to the Allocation will be completed in a manner consistent with the preceding sentences of this Section 2.09. The Parties covenant and agree (a) to report for Tax all tax reporting purposes, including on IRS form 8954, the allocation of the Cash Purchase Price (including and the Assumed LiabilitiesLiabilities to the Acquired Assets shall be as set forth on Schedule 1.8, which Schedule 1.8 shall be completed by the Closing Date and which, when completed, will have been arrived at by arm's length negotiation in compliance with Section 1060 of the Internal Revenue Code of 1986, as amended. In their preparation of Schedule 1.8, the Seller and the Purchaser will use their best efforts to value the Assumed Liabilities (including, in particular, the Assumed Liabilities associated with compliance with Environmental Laws included therein) among as of the Purchased Assets Closing Date in a manner entirely consistent accordance with the Allocation, as it may be amended upon most recent estimates of the amount and timing of such Liabilities then available to the Purchaser and the Seller. If there is any adjustment to the calculation Unadjusted Cash Purchase Price or the Assumed Liabilities in accordance with this Agreement, the Seller and the Purchase agree to make appropriate adjustments to the allocation set forth in Schedule 1.8. Each of the Purchaser and the Seller shall (i) timely file all forms (including Internal Revenue Service Form 8594) and Tax Returns required to be filed in connection with such allocation, (ii) be bound by such allocation for purposes of determining Taxes, (iii) prepare and file, or cause to be prepared and filed, its Tax Returns on a basis consistent with such allocation and (iv) take no position, or cause no position to be taken, inconsistent with such allocation on any applicable Tax Return, in any audit or proceeding before any Tax Authority or in any report made for Tax purposes. However, nothing in this Section 1.8 shall be deemed to prohibit the Purchaser, for financial reporting purposes, from making adjustments to the Purchase Price (including as determined for tax purposes in order to reflect the Assumed Liabilities), (b) that costs incurred by the Parties will cooperate with each other Purchaser in connection with this transaction and, if in the preparationreasonable judgment of the Purchaser and its independent public accountants, execution additional adjustments are necessary or appropriate based upon GAAP and filing of all Tax Returns related the most recent estimates then available to the Allocation Purchaser as to the amount and will take no position inconsistent with the Allocation in the filing of any Tax Return, except upon a final determination within the meaning of Section 1313(a) timing of the Code Assumed Liabilities associated with compliance with Environmental Laws being assumed by an applicable the Purchaser in connection with this transaction. If the allocation set forth on Schedule 1.8 is disputed by any Taxing Authority and (c) that Authority, the Parties will use commercially reasonable efforts to advise each party receiving notice of such dispute shall promptly notify the other regarding party hereto concerning the existence and resolution of any Tax audit, controversy or litigation related to the Allocationsuch dispute.

Allocation of Purchase Price for Tax Purposes. The Seller and the Purchaser and Seller will shall use their respective commercially reasonable efforts to allocate the Purchase Price (including Assumed Liabilities treated as aggregate purchase price to be paid for Tax purposes) among the Purchased Assets pursuant to this in accordance with Section 2.091060 of the Code. Seller No later than sixty (60) days following the Closing Date, the Purchaser shall prepare and deliver provide to the Seller a draft allocation of the Purchase Price (including the Assumed Liabilities) for Tax purposes aggregate purchase price among the Purchased Assets (the “Allocation”) "Allocation Statement"), such Allocation Statement to be prepared in accordance with the methodology set forth in the Code. The Seller shall notify the Purchaser within thirty (30) days following of receipt of such draft Allocation Statement of any objections that the date hereofSeller may have thereto. The Seller and the Purchaser shall negotiate in good faith to resolve any disagreement with respect to such Allocation will reflect Statement. Under no circumstances, however, shall the failure to agree on the allocation of the aggregate purchase price among the Purchased Assets or to resolve any disagreements with respect to such allocation be or be claimed to be a percentage breach of this Agreement. In addition, the Seller and the Purchaser shall timely file any information required to be filed pursuant to the Treasury Regulations promulgated under Section 1060 of the Code, and, if the allocations of the Purchase Price for Tax purposes shall have been agreed by the Parties upon as contemplated by this Section 3.2, shall use the allocation determined pursuant to this Section 3.2 in connection with the preparation of IRS Form 8594 (including Assumed Liabilitiesand any supplemental filings required in connection therewith) that is as such form relates to be allocated to each Purchased Asset, other than Inventory, in accordance with section 1060 of the Codetransactions contemplated by this Agreement. Inventory shall be valued as set forth in 2.07(a). The amount If the allocations of the Purchase Price (including Assumed Liabilities) for Tax purposes shall have been agreed upon as finally contemplated by this Section 3.2, neither the Seller nor the Purchaser shall file any Tax Return or otherwise take any position or action for Tax purposes that is inconsistent with the allocation determined pursuant to this Section 2.073.2, less except as may be adjusted by subsequent agreement following an audit by the Final Inventory Value, shall be allocated among Internal Revenue Service or by court decision. Notwithstanding the other assets in the percentage set forth on the Allocation. The Parties shall promptly provide each other with any reasonably requested information for purposes of preparing or reviewing the Allocation. Purchaser shall be deemed to agree with such draft Allocation unless Purchaser delivers a written dispute notice to Seller within thirty (30) days from the receipt thereof (setting forth in reasonable detail the reason for any objections and any proposed adjustments to the Allocation). Seller and Purchaser shall, in good faith, cooperate to timely resolve any such dispute. If Seller and Purchaser are unable to resolve any such dispute within forty five (45) daysforegoing, the Parties allocation referred to herein shall refer such dispute to the Independent Accountant for resolution and the decision of the Independent Accountant shall not be binding on the Parties. In such event, Seller or its creditors for the Parties shall each use reasonable best efforts to cause purpose of determining any distribution by the Independent Accountant to resolve such dispute within forty five (45) days Seller of the date such dispute is referred to funds received hereunder and/or the Independent Accountant. The Independent Accountant shall not take any position that it does not believe is not more likely than not to be sustained if challenged by a Taxing Authority. Any amendments to the Allocation will be completed in a manner consistent with the preceding sentences of this Section 2.09. The Parties covenant and agree (a) to report for Tax purposes, including on IRS form 8954, the allocation value of the Purchase Price (including the Assumed Liabilities) among the Purchased Assets in a manner entirely consistent with the Allocation, as it may be amended upon any adjustment to the calculation of the Purchase Price (including the Assumed Liabilities), (b) that the Parties will cooperate with each other in connection with the preparation, execution and filing of all Tax Returns related to the Allocation and will take no position inconsistent with the Allocation in the filing liens of any Tax Return, except upon a final determination within the meaning of Section 1313(a) of the Code by an applicable Taxing Authority and (c) that the Parties will use commercially reasonable efforts to advise each other regarding the existence of any Tax audit, controversy or litigation related to the Allocationcreditors in such funds.

Allocation of Purchase Price for Tax Purposes. Purchaser Within sixty (60) days after the Closing, Purchasers shall deliver to Sellers for Sellers’ review and Seller will allocate approval allocation schedules(s) (the “Allocation Schedule(s)”) allocating the Purchase Price (including Assumed Liabilities treated as purchase price for Tax purposes) among the Purchased Assets pursuant to this Section 2.09. Seller shall prepare and deliver a draft allocation of the Purchase Price (Price, including the Assumed Liabilities) Liabilities that are liabilities for federal income Tax purposes purposes, among the Purchased Assets (the “Allocation”) to Purchaser within thirty (30) days following the date hereofAcquired Assets. The Allocation will reflect a percentage of the Purchase Price (including Assumed LiabilitiesSchedule(s) that is to shall be allocated to each Purchased Asset, other than Inventory, reasonable and shall be prepared in accordance with section Section 1060 of the CodeCode and the regulations thereunder. Inventory shall be valued as set forth in 2.07(a). The amount Sellers agree that, following their approval of the Purchase Price Allocation Schedule(s), such approval not to be unreasonably withheld, Sellers shall sign the Allocation Schedule(s) and return an executed copy thereof to Purchasers, it being understood and agreed that on or before the twentieth (including Assumed Liabilities20th) Business Day following their receipt of the Allocation Schedule(s) from Purchasers as finally determined pursuant herein provided, Sellers shall either deliver an executed copy thereof to Section 2.07Purchasers or, less the Final Inventory Value, shall be allocated among the other assets in the percentage set forth on event that Sellers shall have objections to all or any portion of the Allocation. The Parties Allocation Schedule(s), Sellers shall promptly provide each other with any reasonably requested information for purposes of preparing or reviewing the Allocation. Purchaser shall be deemed deliver to agree with such draft Allocation unless Purchaser delivers Purchasers a written dispute notice objection to Seller within thirty (30) days from the receipt thereof (setting such Allocation Schedule(s), which written objection shall set forth in reasonable detail the reason basis for any objections and any proposed adjustments the objection of Sellers thereto. In the event that Sellers shall deliver a written objection to the AllocationAllocation Schedule(s). Seller , Sellers and Purchaser shall, Purchasers shall thereafter work in good faith, cooperate to timely resolve any such dispute. If Seller and Purchaser are unable faith to resolve any and all objections set forth therein, and upon the resolution of all such dispute within forty five (45) daysobjections, the Parties Sellers and Purchasers shall refer such dispute execute and deliver to the Independent Accountant for resolution other Parties a signed copy of such agreed upon Allocation Schedule(s). Purchasers and Sellers will each file IRS Form 8594 and all Tax Returns, in accordance with the decision of the Independent Accountant shall be binding on the Parties. In such event, the Parties shall each use reasonable best efforts to cause the Independent Accountant to resolve such dispute within forty five (45Allocation Schedule(s) days of the date such dispute is referred that are agreed upon by Sellers and Purchasers pursuant to the Independent Accountant. The Independent Accountant shall not take any position that it does not believe is not more likely than not to be sustained if challenged by a Taxing Authority. Any amendments to the Allocation will be completed in a manner consistent with the preceding sentences terms of this Section 2.091.8. The Parties covenant Purchasers, on the one hand, and agree (a) Sellers, on the other hand, each agrees to report for Tax purposes, including on IRS form 8954, provide the allocation of the Purchase Price (including the Assumed Liabilities) among the Purchased Assets in a manner entirely consistent other promptly with the Allocation, as it may be amended upon any adjustment other information required to the calculation of the Purchase Price (including the Assumed Liabilities), (b) that the Parties will cooperate with each other in connection with the preparation, execution and filing of all Tax Returns related to the Allocation and will take no position inconsistent with the Allocation in the filing of complete any Tax Return, except upon a final determination within the meaning of Section 1313(a) of the Code by an applicable Taxing Authority and (c) that the Parties will use commercially reasonable efforts to advise each other regarding the existence of any Tax audit, controversy or litigation related to the Allocationsuch forms.

Allocation of Purchase Price for Tax Purposes. Purchaser and Seller will allocate the Purchase Price (including Assumed Liabilities treated as purchase price for Tax purposes) among the Purchased Assets pursuant to this Section 2.09. Seller shall prepare and deliver a draft allocation of The Parties agree that the Purchase Price (including the Assumed Liabilities) Liabilities and any other items treated as “amounts realized” for Tax purposes purposes) will be allocated among all of the Purchased Assets for all purposes (including Tax and financial accounting) in a manner consistent with (a) Section 1060 of the Code, (b) the Treasury Regulations promulgated thereunder and (c) the allocation methodology set forth in Schedule 2.08 (collectively, the “AllocationAllocation Principles”). Buyer shall provide the Sellers with a proposed “Allocation Schedule” within forty-five (45) to Purchaser within days after the determination of the Final Cash Purchase Price in accordance with Section 2.06(c), which allocation shall be prepared in good faith and made in accordance with the Allocation Principles. Within thirty (30) days following such delivery, Sellers may object to the date hereof. The Allocation will reflect a percentage Schedule (by written notice to Buyer setting forth the objections and the basis for each of the Purchase Price (including Assumed Liabilities) that is to be allocated to each Purchased Asset, other than Inventory, in accordance with section 1060 of the Code. Inventory shall be valued as set forth in 2.07(aobjections). The amount of If Sellers do not object by written notice within such period, the Purchase Price (including Assumed Liabilities) as finally determined pursuant to Section 2.07, less the Final Inventory Value, shall be allocated among the other assets in the percentage set forth on the Allocation. The Parties shall promptly provide each other with any reasonably requested information for purposes of preparing or reviewing the Allocation. Purchaser Allocation Schedule shall be deemed to have been accepted and agreed upon, and be final and conclusive, for all purposes of this Agreement. Sellers and Xxxxx agree with in good faith to attempt to resolve any such draft Allocation unless Purchaser delivers a written dispute notice to Seller within at least thirty (30) days from the receipt thereof (setting forth in reasonable detail the reason for any objections and any proposed adjustments prior to the Allocation)date on which any Tax Return is required to be filed with the appropriate taxing authority. Seller In the event of a disagreement, Xxxxx and Purchaser shall, Sellers shall cooperate reasonably in good faith, cooperate attempting to timely resolve any such disputereach a mutual agreement. If Seller and Purchaser are unable to resolve any such dispute the Allocation Schedule is not mutually agreed upon within forty five twenty (4520) days, the Parties shall refer submit such dispute to the Independent Accountant Accounting Firm for resolution a decision that shall be rendered in a timely manner in order to permit the timely filing of all applicable Tax Returns. The Accounting Firm’s review shall be based on the Allocation Principles and the decision available facts and the general procedures used in Section 2.06(c) shall apply. The determination of the Independent Accountant Firm shall be final and binding on the Parties. In such event, the Parties shall each use reasonable best efforts to cause the Independent Accountant to resolve such dispute within forty five (45) days The fees and expenses of the date such dispute is referred Accounting Firm shall be allocated between Sellers, on the one hand, and Buyer, on the other hand, in proportion to the Independent Accountantamount unsuccessfully disputed by each party (as determined by the Accountant Firm). The Independent Accountant Buyer shall not take any position that it does not believe is not more likely than not to be sustained if challenged by a Taxing Authority. Any amendments make appropriate adjustments to the Allocation will be completed Schedule, in a manner consistent with the preceding sentences of Allocation Principles, to reflect any adjustments to the Purchase Price. Sellers and Buyer (i) shall be bound by the Allocation Schedule, as adjusted in accordance with this Section 2.09. The Parties covenant 2.08, for purposes of determining any income Taxes and agree (aii) shall prepare and file all income Tax Returns to report for Tax purposes, including on IRS form 8954, the allocation of the Purchase Price (including the Assumed Liabilities) among the Purchased Assets be filed with any taxing authority in a manner entirely consistent with the AllocationAllocation Schedule, as it may be amended upon and shall not take any adjustment to the calculation of the Purchase Price (including the Assumed Liabilities), (b) that the Parties will cooperate with each other position in connection with the preparation, execution and filing of all Tax Returns related to the Allocation and will take no position any Action inconsistent with the Allocation Schedule, unless otherwise required by a “determination” as defined in the filing of any Tax Return, except upon a final determination within the meaning of Section 1313(a) of the Code (or any corresponding provision of state or local Law). In the event that any aspect of the Allocation Schedule is disputed by an applicable Taxing Authority any taxing authority, the party receiving notice of such dispute shall promptly notify and (c) that consult with the Parties will use commercially reasonable efforts to advise each other regarding relevant party concerning the existence resolution of any Tax audit, controversy or litigation related to the Allocationsuch dispute.