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

Allocation of Purchase Price for Tax Purposes. Within 30 days of the execution of this Agreement, Purchaser and Seller will use reasonable efforts to agree upon an allocation of the unadjusted Purchase Price (and other amounts that may be required to be taken into account) among the assets of the Acquired Companies, in compliance with the principles of Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury regulations thereunder (any such agreed allocation, the “Purchase Price Allocation”). Any adjustments to the Purchase Price pursuant to Section 2.2 or otherwise shall be applied to the Purchase Price Allocation as required pursuant to Section 1060 of the Code and the Treasury Regulations thereunder. In the event Seller and Purchaser have agreed on a Purchase Price Allocation, Seller and Purchaser will be deemed to have accepted such Purchase Price Allocation for purposes of this Agreement and the transactions contemplated hereby, but otherwise makes no representation or warranty as to the accuracy of such values. In the event Seller and Purchaser have agreed on a Purchase Price Allocation, Seller and Purchaser further agree (a) that the Purchase Price Allocation shall be used by Seller and Purchaser as the basis for reporting asset values and other items for purposes of all federal, state, and local Tax Returns, including Internal Revenue Service Form 8594 and (b) that neither they nor their Affiliates will take positions inconsistent with the Purchase Price Allocation in notices to Governmental Bodies or in audit or other proceedings with respect to Taxes, except as otherwise required by applicable Laws.

Allocation of Purchase Price for Tax Purposes. Within 30 days of the execution of this AgreementFor federal income tax purposes, Purchaser Buyer and Seller will use reasonable efforts to agree upon an allocation of that the unadjusted Purchase Final Price (and other amounts that may shall be required to be taken into account) allocated among the assets Assets transferred to Buyer by each of the Acquired Companies(i) Carrizo, (ii) CLLR, (iii) Hondo and (iv) Mescalero, in compliance accordance with the principles of Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury regulations thereunder (any such agreed allocation, the “Purchase Price Allocation”). Any adjustments to the Purchase Price pursuant to Section 2.2 or otherwise shall be applied to the Purchase Price Allocation as required pursuant to Section 1060 of the Code and the Treasury Regulations thereunder. In and in a manner reasonably consistent with the event Allocated Values, and will be set forth in separate schedules proposed by Seller and Purchaser have agreed on a Purchase Price Allocation, reasonably acceptable to Buyer (the “Tax Allocations”). If Seller and Purchaser Buyer are unable to agree upon the Tax Allocations within 15 days of delivery of proposed schedules by Seller, the matter will be deemed to have accepted such Purchase Price Allocation for purposes of this Agreement and the transactions contemplated hereby, but otherwise makes no representation or warranty as submitted to the accuracy Accounting Arbitrator for binding resolution in accordance with Section 3.6. Buyer and Seller shall each bear their own respective costs of obtaining such valuesresolution, except that any fees and expenses related to the procurement of services from an Accounting Arbitrator shall be shared equally by Buyer and Seller. In Buyer and Seller agree that (i) the event Tax Allocations, as adjusted by Seller and Purchaser have agreed on a Purchase Price Allocationin its reasonable discretion, Seller and Purchaser further agree (a) that the Purchase Price Allocation shall be used by Seller and Purchaser Buyer as the basis for reporting asset values and other items for purposes of all federal, state, state and local Tax Returnsreturns, including Internal Revenue Service Form 8594 and (bii) that neither they nor their Affiliates will take positions inconsistent with the Purchase Price Allocation such Tax Allocations in notices to Governmental Bodies or Authorities, in audit or other proceedings with respect to Taxes, in notices to preferential purchase right holders, or in other documents or notices relating to the transactions contemplated by this Agreement, except as otherwise required by applicable LawsLaw. Seller makes no representation or warranty as to the accuracy of any value determined hereunder.

Allocation of Purchase Price for Tax Purposes. Within 30 days of Concurrent with the execution of this Agreement, Purchaser and Seller will use reasonable efforts to agree upon an allocation of the unadjusted Purchase Price (and other amounts that may be required to be taken into account) among the assets of the Acquired CompaniesAssets, in compliance with the principles of Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury regulations thereunder (thereunder. Such allocation of value shall be attached to this Agreement as Schedule 2.3 for purposes of Internal Revenue Service Form 8594. The “Tax Allocated Value” for any such agreed allocation, Asset equals the “portion of the unadjusted Purchase Price Allocation”)allocated to such Asset on Schedule 2.3, increased or reduced as described in this Article 2. Any such adjustments to the Purchase Price pursuant to Section 2.2 or otherwise shall be applied on a pro rata basis to the Purchase Price Allocation as required pursuant to Section 1060 of the Code and the Treasury Regulations thereunderamounts set forth on Schedule 2.3 for all Assets. In the event After Seller and Purchaser have agreed on a Purchase Price Allocationthe Tax Allocated Values for the Assets, Seller and Purchaser will be deemed to have accepted such Purchase Price Allocation Tax Allocated Values for purposes of this Agreement and the transactions contemplated hereby, but otherwise makes no representation or warranty as to the accuracy of such values. In the event Seller and Purchaser have agreed on a Purchase Price Allocation, Seller and Purchaser further agree (ai) that the Purchase Price Allocation Tax Allocated Values shall be used by Seller and Purchaser as the basis for reporting asset values and other items for purposes of all federal, state, and local Tax Returns, including without limitation Internal Revenue Service Form 8594 and (bii) that neither they nor their Affiliates will take positions inconsistent with the Purchase Price Allocation Tax Allocated Values in notices to Governmental Bodies or in audit or other proceedings with respect to Taxes, except as otherwise required by applicable Laws.

Allocation of Purchase Price for Tax Purposes. Within 30 sixty (60) days of after the execution of this AgreementClosing, Purchaser Purchasers shall deliver to Sellers for Sellers’ review and Seller will use reasonable efforts to agree upon an approval allocation of the unadjusted Purchase Price (and other amounts that may be required to be taken into accountschedules(s) among the assets of the Acquired Companies, in compliance with the principles of Section 1060 of the Internal Revenue Code of 1986, as amended (the “CodeAllocation Schedule(s)”), and the Treasury regulations thereunder (any such agreed allocation, the “Purchase Price Allocation”). Any adjustments to ) allocating the Purchase Price pursuant to Section 2.2 or otherwise Price, including the Assumed Liabilities that are liabilities for federal income Tax purposes, among the Acquired Assets. The Allocation Schedule(s) shall be applied to the Purchase Price Allocation as required pursuant to reasonable and shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations regulations thereunder. Sellers agree that, following their approval of the 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 (20th) Business Day following their receipt of the Allocation Schedule(s) from Purchasers as herein provided, Sellers shall either deliver an executed copy thereof to Purchasers or, in the event that Sellers shall have objections to all or any portion of the Allocation Schedule(s), Sellers shall deliver to Purchasers a written objection to such Allocation Schedule(s), which written objection shall set forth in reasonable detail the basis for the objection of Sellers thereto. In the event Seller and Purchaser have agreed on that Sellers shall deliver a Purchase Price Allocation, Seller and Purchaser will be deemed to have accepted such Purchase Price Allocation for purposes of this Agreement and the transactions contemplated hereby, but otherwise makes no representation or warranty as written objection to the accuracy Allocation Schedule(s), Sellers and Purchasers shall thereafter work in good faith to resolve any and all objections set forth therein, and upon the resolution of all such objections, Sellers and Purchasers shall execute and deliver to the other Parties a signed copy of such valuesagreed upon Allocation Schedule(s). In the event Seller Purchasers and Purchaser have agreed on a Purchase Price Allocation, Seller Sellers will each file IRS Form 8594 and Purchaser further agree (a) that the Purchase Price Allocation shall be used by Seller and Purchaser as the basis for reporting asset values and other items for purposes of all federal, state, and local Tax Returns, including Internal Revenue Service Form 8594 and (bin accordance with the Allocation Schedule(s) that neither they nor their Affiliates will take positions inconsistent are agreed upon by Sellers and Purchasers pursuant to the terms of this Section 1.8. Purchasers, on the one hand, and Sellers, on the other hand, each agrees to provide the other promptly with the Purchase Price Allocation in notices any other information required to Governmental Bodies or in audit or other proceedings with respect to Taxes, except as otherwise required by applicable Lawscomplete any such forms.

Allocation of Purchase Price for Tax Purposes. Within 30 days of the execution of this AgreementFor federal income tax purposes, Purchaser Buyer and Seller will use reasonable efforts to agree upon an allocation of that the unadjusted Purchase Final Price (and other amounts that may shall be required to be taken into account) allocated among the assets Assets transferred to Buyer by each of the Acquired Companies(i) Carrizo, (ii) CLLR, (iii) Hondo and (iv) Mescalero, in compliance accordance with the principles of Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury regulations thereunder (any such agreed allocation, the “Purchase Price Allocation”). Any adjustments to the Purchase Price pursuant to Section 2.2 or otherwise shall be applied to the Purchase Price Allocation as required pursuant to Section 1060 of the Code and the Treasury Regulations thereunder. In and in a manner reasonably consistent with the event Allocated Values, and will be set forth in separate schedules proposed by Seller and Purchaser have agreed on a Purchase Price Allocation, acceptable to Buyer (the “Tax Allocations”). If Seller and Purchaser Buyer are unable to agree upon the Tax Allocations within 15 days of delivery of proposed schedules by Seller, the matter will be deemed to have accepted such Purchase Price Allocation for purposes of this Agreement and the transactions contemplated hereby, but otherwise makes no representation or warranty as submitted to the accuracy Accounting Arbitrator for binding resolution in accordance with Section 3.6. Buyer and Seller shall each bear their own respective costs of obtaining such valuesresolution, except that any fees and expenses related to the procurement of services from an Accounting Arbitrator shall be shared equally by Buyer and Seller. In Buyer and Seller agree that (i) the event Tax Allocations, as agreed to by Seller and Purchaser have agreed on a Purchase Price AllocationBuyer, Seller and Purchaser further agree (a) that the Purchase Price Allocation shall be used by Seller and Purchaser Buyer as the basis for reporting asset values and other items for purposes of all federal, state, state and local Tax Returnsreturns, including Internal Revenue Service Form 8594 8594, provided that in the event Buyer and Seller cannot agree to the Tax Allocations, the commercially reasonable allocation of Seller shall be acceptable to the parties, and (bii) that neither they nor their Affiliates will take positions inconsistent with the Purchase Price Allocation such Tax Allocations in notices to Governmental Bodies or Authorities, in audit or other proceedings with respect to Taxes, in notices to preferential purchase right holders, or in other documents or notices relating to the transactions contemplated by this Agreement, except as otherwise required by applicable LawsLaw. Seller makes no representation or warranty as to the accuracy of any value determined hereunder.

Allocation of Purchase Price for Tax Purposes. Within 30 days of the execution of this AgreementFor federal income tax purposes, Purchaser Buyer and Seller will use reasonable efforts to agree upon an allocation of that the unadjusted Purchase Final Price (and other amounts that may shall be required to be taken into account) allocated among the assets Assets transferred to Buyer by each of the Acquired Companies(i) Carrizo, (ii) CLLR, (iii) Hondo and (iv) Mescalero, in compliance accordance with the principles of Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury regulations thereunder (any such agreed allocation, the “Purchase Price Allocation”). Any adjustments to the Purchase Price pursuant to Section 2.2 or otherwise shall be applied to the Purchase Price Allocation as required pursuant to Section 1060 of the Code and the Treasury Regulations thereunder. In and in a manner reasonably consistent with the event Allocated Values, and will be set forth in separate schedules proposed by Seller and Purchaser have agreed on a Purchase Price Allocationreasonably acceptable to Buyer (the “Tax Allocations”). If Xxxxxx and Xxxxx are unable to agree upon the Tax Allocations within 15 days of delivery of proposed schedules by Seller, Seller and Purchaser the matter will be deemed to have accepted such Purchase Price Allocation for purposes of this Agreement and the transactions contemplated hereby, but otherwise makes no representation or warranty as submitted to the accuracy Accounting Arbitrator for binding resolution in accordance with Section 3.6. Buyer and Seller shall each bear their own respective costs of obtaining such valuesresolution, except that any fees and expenses related to the procurement of services from an Accounting Arbitrator shall be shared equally by Xxxxx and Seller. In Buyer and Seller agree that (i) the event Tax Allocations, as adjusted by Seller and Purchaser have agreed on a Purchase Price Allocationin its reasonable discretion, Seller and Purchaser further agree (a) that the Purchase Price Allocation shall be used by Seller and Purchaser Buyer as the basis for reporting asset values and other items for purposes of all federal, state, state and local Tax Returnsreturns, including Internal Revenue Service Form 8594 and (bii) that neither they nor their Affiliates will take positions inconsistent with the Purchase Price Allocation such Tax Allocations in notices to Governmental Bodies or Authorities, in audit or other proceedings with respect to Taxes, in notices to preferential purchase right holders, or in other documents or notices relating to the transactions contemplated by this Agreement, except as otherwise required by applicable LawsLaw. Seller makes no representation or warranty as to the accuracy of any value determined hereunder.