Common use of Allocation of Purchase Price to LLC Interests and Acquired Assets Clause in Contracts

Allocation of Purchase Price to LLC Interests and Acquired Assets. The Purchase Price (which for purposes of this Section 2.3(c) shall include any Assumed Liabilities and Liabilities of the Acquired Companies required to be treated as part of the Purchase Price for U.S. federal income tax purposes) shall be allocated among the LLC Interests and Acquired Assets in the manner set forth in Schedule G hereto. Seller and Buyer shall endeavor in good faith to agree upon the allocation of the Purchase Price among the assets of the Acquired Companies and the Acquired Assets (the “Allocation”). If Seller and Buyer are not able to agree upon the Allocation within ninety (90) days after the Closing, the Allocation shall be determined by a qualified appraiser reasonably acceptable to Buyer and Seller (which, if so agreed by Buyer and Seller, may be the Independent Accountant). The costs and expenses for the services of such appraiser shall be paid one-half each by Buyer and Seller. Notwithstanding the immediately preceding two sentences, if Seller and Buyer are unable to agree upon the Allocation within ninety (90) days after the Closing, then if Seller so requests, the Allocation shall be determined by a qualified appraiser selected by Buyer, and Buyer shall pay the costs and expenses for the services of such appraiser. The parties hereto and their affiliates shall reflect the Allocation, as well as the allocation referred to in the first sentence of this Section 2.3(c), in all Tax Returns.

Allocation of Purchase Price to LLC Interests and Acquired Assets. The Purchase Price (which for purposes of this Section 2.3(c) shall include any Assumed Liabilities and Liabilities of the Acquired Companies required to be treated as part of the Purchase Price for U.S. federal income tax purposes) shall be allocated among the LLC Interests and Acquired Assets as agreed upon by Seller and Buyer prior to the Closing, each of which shall use its good faith efforts to reach such agreement; provided, however, that in no event shall failure to reach such agreement, in and of itself, delay the manner set forth in Schedule G heretoClosing. Seller and Buyer shall endeavor in good faith to agree upon the allocation of the Purchase Price among the assets of the Acquired Companies and the Acquired Assets (the “Allocation”). If Seller and Buyer are not able to agree upon the Allocation within ninety (90) days after the Closing, the Allocation shall be determined by a qualified appraiser reasonably acceptable to Buyer and Seller (which, if so agreed by Buyer and Seller, may be the Independent Accountant). The costs and expenses for the services of such appraiser shall be paid one-half each by Buyer and Seller. Notwithstanding the immediately preceding two sentences, if Seller and Buyer are unable to agree upon the Allocation within ninety (90) days after the Closing, then if Seller so requests, the Allocation shall be determined by a qualified appraiser selected by Buyer, and Buyer shall pay the costs and expenses for the services of such appraiser. The parties hereto and their affiliates shall reflect the Allocation, as well as the allocation referred to in the first sentence of this Section 2.3(c), in all Tax Returns.