Common use of Allocation of Purchase Price to the Shares and Acquired Assets Clause in Contracts

Allocation of Purchase Price to the Shares and Acquired Assets. As soon as practicable after the Closing Date and at least sixty (60) days prior to the due date for filing of Internal Revenue Service Form 8594 by either party, Seller shall provide Buyer with a draft of Internal Revenue Service Form 8594 allocating the consideration payable under Section 2.3(a). Buyer shall review such Form 8594 and provide any proposed revisions to Seller at least thirty (30) days prior to the due date of such Form 8594 for either party. Buyer and Seller agree to negotiate in good faith with respect to such proposed revisions and to attempt to resolve any differences between the parties. In the event the parties reach agreement as to the information to be reflected on such Form 8594, the Form 8594 shall be revised and timely filed by each party as required by Law. Each of Buyer and Seller shall report the allocation (and any adjustments thereto) for Tax purposes and file its Tax Returns (including Form 8594) in a manner consistent with any mutually-agreed allocations determined pursuant to this Section 2.3(c). In the event the parties do not reach agreement on the information to be reflected on the Form 8594, each party shall provide to the other party its final version of its Form 8594 and shall timely file its final version of such Form 8594 in the manner required by Law.