Allocation of the Final Purchase Price. (i) Buyer and Seller acknowledge and agree that, for U.S. federal and applicable state and local income tax purposes, the purchase of the Equity Interests hereunder shall be treated a purchase and sale of the Transferred Assets (excluding the Canada Transferred Assets). The purchase price for the Transferred Assets (excluding the Canada Transferred Assets) as determined for income tax purposes shall be allocated among the Transferred Assets (excluding the Canada Transferred Assets), and otherwise in accordance with their fair market values consistent with Section 1060 of the Code, and such allocation shall be binding upon the parties hereto for all applicable federal, state, local and foreign tax purposes (“Purchase Price Allocation”). Buyer shall deliver a Purchase Price Allocation to Seller within 120 days following the Closing Date. If within thirty (30) days after the delivery of the Purchase Price Allocation, Seller notifies Buyer in writing that Seller objects to the Purchase Price Allocation, Buyer and Seller shall use commercially reasonable efforts to resolve such dispute within thirty (30) days. In the event that Buyer and Seller are unable to resolve such dispute within such 30-day period, the disputed items shall be resolved in accordance with the provisions set forth in Section 1.2(c)(iii), mutatis mutandis. Buyer and Seller shall use the asset values determined from such agreed or determined allocation for all applicable income tax purposes including Internal Revenue Service Form 8594.
Allocation of the Final Purchase Price. (a) The Final Purchase Price (including for purposes of this Section 2.10 the amount of the Assumed Liabilities and all other costs properly capitalized as part of the purchase price for U.S. federal income Tax purposes and referred to herein as the “Section 1060 Purchase Price”), shall be initially allocated as between each holding of Shares in each of the Acquired Companies other than Cibramed, each “applicable asset acquisition” within the meaning of Code section 1060(c) comprising the Purchased Assets (treating the shares of Cibramed, a disregarded entity for U.S. tax purposes, as an applicable asset acquisition for purposes of this Section 2.10), the Product License, and any other item whose purchase consideration is included in the Section 1060 Purchase Price, pursuant to the U.S. Treasury Regulations promulgated under Code sections 338(b)(5) and 1060, as applicable. Thereafter, the portion of the Section 1060 Purchase Price allocated to each applicable asset acquisition shall be further allocated as between each class of assets within each such applicable asset acquisition pursuant to the U.S. Treasury Regulations promulgated under Code sections 338(b)(5) and 1060, as applicable.
Allocation of the Final Purchase Price. Within ninety (90) days following the final determination of the Final Purchase Price, Buyer shall provide to Seller a schedule allocating the Final Purchase Price and the Assumed Liabilities that are liabilities for Tax purposes (the “Tax Purchase Price”) among the Transferred Equity Interests (or, if the applicable Transferred Subsidiary is disregarded as an entity separate from its owner for U.S. federal income Tax purposes, such Transferred Subsidiary’s assets) and the Transferred Assets (the “Allocation Schedule”), which shall be used for all applicable U.S. federal and state income Tax purposes. The Allocation Schedule will be prepared in accordance with the applicable provisions of the Code and the Treasury Regulations thereunder, subject, in each case, to the allocation principles as reflected on Exhibit G. If Seller disagrees with Xxxxx’s proposed Allocation Schedule, Seller may, within thirty (30) days after delivery of Buyer’s proposed Allocation Schedule, deliver a notice (an “Allocation Objection Notice”) to Buyer which shall specify those items as to which Seller disagrees and the reasons therefore and setting forth Seller’s proposed Allocation Schedule. If an Allocation Objection Notice is duly and timely delivered, Seller and Buyer shall, during the thirty (30) days immediately following such delivery, consult in good faith and use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to agree upon a final Allocation Schedule, in which case Buyer and Seller shall file all Tax Returns in a manner consistent with such Allocation Schedule. If Seller and Buyer are unable to reach such agreement, then Seller and Buyer shall refer the matter to the Accounting Firm for final resolution consistent with the procedures in Section 1.2(c) and in accordance with Exhibit G. The allocation as so finalized (the “Final Allocation”) shall be revised from time to time to appropriately take into account any other adjustments to the Tax Purchase Price made pursuant to this Agreement, and Buyer shall deliver to Seller an amended Final Allocation reflecting any such revisions. The Parties shall file, or cause to be filed, all Tax Returns consistent with the Final Allocation, including as amended (if applicable), and no Party shall take any Tax position inconsistent with such Final Allocation.
Allocation of the Final Purchase Price. Following the Closing, the Purchaser will submit to the Sellers its allocation of the Final Purchase Price for the Transferred Assets (including the cash purchase price and the assumption of the Assumed Liabilities) subject to the approval of the Sellers, which approval shall not be unreasonably withheld, and pursuant to Section 1060 of the Tax Code and the regulations thereunder (the "Allocation"). Except as otherwise required by law, the Purchaser and the Sellers agree to use such Allocation in filing all required forms under Section 1060 of the Tax Code and not take any position inconsistent with such Allocation upon any examination of any such Tax Return, in any refund claim or in any tax litigation. The Sellers and the Purchaser shall also file IRS form 8594 in a manner consistent with this Section 2.7.
Allocation of the Final Purchase Price. 3.5.1 The Estimated Purchase Price must be allocated between the Share Sale Companies and the Asset Sale Companies as set out in Schedule 2.2.2. The allocation of the Enterprise Value on the individual assets of the Asset Sale Companies is set out in sub-schedules to the individual Company Specific Asset Purchase Agreements.
