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

Allocation of Purchase Price for Tax Purposes. As promptly as practicable following the date hereof, Seller shall provide to Purchaser a schedule prepared in accordance with Sections 338 and 1060 of the Code, allocating the Purchase Price, as adjusted in accordance with Section 1.6, and the Assumed Liabilities among the Acquired Assets and the Interests for 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 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 a different allocation 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. As promptly as practicable The Sellers and the Purchaser shall cooperate to prepare, within sixty (60) days following the date hereofClosing Date, Seller shall provide a statement allocating the sum of the Purchase Price and the Assumed Liabilities to Purchaser a schedule prepared the Acquired Assets in accordance with Sections 338 and Section 1060 of the Code, allocating Code and the Treasury regulations promulgated thereunder. If there is any adjustment to the Purchase Price, as adjusted in accordance with Section 1.6, and the Assumed Liabilities among the Acquired Assets or the Assumed Liabilities, the Sellers and the Interests for all tax and other reporting purposesPurchaser agree to make appropriate adjustments to such statement. 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 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 a different allocation 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. As promptly as practicable following the date hereof, Seller shall provide to Purchaser a schedule prepared in accordance with Sections 338 and 1060 of the Code, allocating the Purchase Price, as adjusted in accordance with Section 1.6, and the Assumed Liabilities among the Acquired Assets and the Interests for 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 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 a different allocation 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. As promptly as practicable following The parties agree that, for all Tax and other reporting purposes, the date hereof, Seller Purchaser shall provide to Purchaser a schedule prepared in accordance the Seller with Sections 338 and 1060 an allocation of the Code, allocating the Cash Purchase Price, as adjusted in accordance with Section 1.6, Price and the Assumed Liabilities among the Acquired Assets Assets, Assumed Liabilities and the Interests for all tax and other reporting purposeswithin 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 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 proposed by the Internal Revenue Service (the “IRS”) is finally determinedallocation, 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.