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

Allocation of Purchase Price for Tax Purposes. The parties agree that, for all Tax and other reporting purposes, the Purchaser shall provide the Seller with an allocation of the Cash Purchase Price and the Assumed Liabilities among the Acquired Assets, Assumed Liabilities and the Interests within 90 days after the Closing Date in accordance with Section 1060 of the Code. The Seller shall have the right to propose changes to such allocations, provided that the Purchaser shall have ultimate discretion to reject any such proposals unless such rejection would be unreasonable. The Seller and the Purchaser shall be bound by such allocation (and if necessary, any adjusted allocation), and shall file, or cause to be filed, a Form 8594 and all applicable federal, state, local, provincial and foreign income, franchise and excise Tax Returns in a manner that is consistent with such allocation. If the allocation is disputed by any Taxing Authority, the party receiving notice of such dispute shall promptly notify the other party hereto concerning the existence of such dispute and the parties shall consult with each other with respect to all issues related to the allocation in connection with such dispute. If the IRS proposes a different allocation, either party may file amended returns based on such allocation.

Allocation of Purchase Price for Tax Purposes. The parties agree that, for all Tax Sellers and other reporting purposes, the Purchaser shall provide cooperate to prepare, within sixty (60) days following the Seller with an allocation Closing Date, a statement allocating the sum of the Cash Purchase Price and the Assumed Liabilities among to the Acquired Assets, Assumed Liabilities and the Interests within 90 days after the Closing Date Assets in accordance with Section 1060 of the CodeCode and the Treasury regulations promulgated thereunder. If there is any adjustment to the Purchase Price, the Acquired Assets or the Assumed Liabilities, the Sellers and the Purchaser agree to make appropriate adjustments to such statement. The Seller shall have the right to propose changes to such allocations, provided that the Purchaser shall have ultimate discretion to reject any such proposals unless such rejection would be unreasonable. The Seller Sellers and the Purchaser shall be bound by such allocation (and if necessary, any adjusted revised allocation), and and, unless otherwise required by applicable Law, shall file, or cause to be filed, a Form 8594 and all applicable federal, state, local, provincial local and foreign income, franchise and excise Tax Returns in a manner that is substantially consistent with such allocation. If the such allocation is disputed by any Taxing Authority, the party hereto receiving notice of such dispute shall promptly notify the other party hereto concerning the existence of such dispute and the parties hereto shall consult with each other with respect to all issues related to the allocation in connection with such dispute. If the IRS proposes a different allocation, either party may file amended returns based on such allocation.

Allocation of Purchase Price for Tax Purposes. The parties agree that, for all Tax Sellers and other reporting purposes, the Purchaser Parties shall provide cooperate to prepare, within sixty (60) days following the Seller with an allocation Closing Date, a statement allocating the sum of the Cash Purchase Price and the Assumed Liabilities among to the Acquired Assets, Assumed Liabilities and the Interests within 90 days after the Closing Date Assets in accordance with Section 1060 of the CodeCode and the Treasury regulations promulgated thereunder. The Seller shall have If there is any adjustment to the right to propose changes to such allocationsPurchase Price, provided that the Purchaser shall have ultimate discretion to reject any such proposals unless such rejection would be unreasonable. The Seller Acquired Assets or the Assumed Liabilities, the Sellers and the Purchaser Parties agree to make appropriate adjustments to such statement. The Sellers and the Purchaser Parties shall be bound by such allocation (and if necessary, any adjusted revised allocation), and and, unless otherwise required by applicable Law, shall file, or cause to be filed, a Form 8594 and all applicable federal, state, local, provincial local and foreign income, franchise and excise Tax Returns in a manner that is substantially consistent with such allocation. If the such allocation is disputed by any Taxing Authority, the party hereto receiving notice of such dispute shall promptly notify the other party hereto concerning the existence of such dispute and the parties hereto shall consult with each other with respect to all issues related to the allocation in connection with such dispute. If the IRS proposes a different allocation, either party may file amended returns based on such allocation.

Allocation of Purchase Price for Tax Purposes. The parties agree thatAs promptly as practicable following the date hereof, for all Tax and other reporting purposes, the Purchaser Seller shall provide the Seller to Purchaser a schedule prepared in accordance with an allocation Sections 338 and 1060 of the Cash Code, allocating the Purchase Price Price, as adjusted in accordance with Section 1.6, and the Assumed Liabilities among the Acquired Assets, Assumed Liabilities Assets and the Interests within 90 days after the Closing Date in accordance with Section 1060 of the Code. The Seller shall have the right to propose changes to such allocations, provided that the Purchaser shall have ultimate discretion to reject any such proposals unless such rejection would be unreasonablefor all tax and other reporting purposes. The Seller and the Purchaser shall be bound by such allocation (and if necessary, any adjusted allocation), and shall file, or cause to be filed, a Form 8594 and all applicable federal, state, local, provincial local and foreign income, franchise and excise Tax Returns in a manner that is consistent with such allocation. If the allocation is disputed by any Taxing Authority, the party receiving notice of such dispute shall promptly notify the other party hereto concerning the existence of such dispute and the parties shall consult with each other with respect to all issues related to the allocation in connection with such dispute. If the IRS proposes a different allocationallocation proposed by the Internal Revenue Service (the “IRS”) is finally determined, either party may file amended returns based on such allocation or any other allocation. An allocation shall be considered to be finally determined when such allocation cannot be contested in any court of competent jurisdiction.

Allocation of Purchase Price for Tax Purposes. The parties agree thatAs promptly as practicable following the date hereof, for all Tax and other reporting purposes, the Purchaser Seller shall provide the Seller to Purchaser a schedule prepared in accordance with an allocation Sections 338 and 1060 of the Cash Code, allocating the Purchase Price Price, as adjusted in accordance with Section 1.6, and the Assumed Liabilities among the Acquired Assets, Assumed Liabilities Assets and the Interests within 90 days after the Closing Date in accordance with Section 1060 of the Code. The Seller shall have the right to propose changes to such allocations, provided that the Purchaser shall have ultimate discretion to reject any such proposals unless such rejection would be unreasonablefor all tax and other reporting purposes. The Seller and the Purchaser shall be bound by such allocation (and if necessary, any adjusted allocation), and shall file, or cause to be filed, a Form 8594 and all applicable federal, state, local, provincial local and foreign income, franchise and excise Tax Returns in a manner that is consistent with such allocation. If the allocation is disputed by any Taxing Authority, the party receiving notice of such dispute shall promptly notify the other party hereto concerning the existence of such dispute and the parties shall consult with each other with respect to all issues related to the allocation in connection with such dispute. If the IRS proposes a different allocationallocation proposed by the Internal Revenue Service (the "IRS") is finally determined, either party may file amended returns based on such allocation or any other allocation. An allocation shall be considered to be finally determined when such allocation cannot be contested in any court of competent jurisdiction.