Common use of Allocation of the Purchase Price Clause in Contracts

Allocation of the Purchase Price. Seller and Purchaser shall use their best efforts to agree, within 90 days of the Closing Date, to an allocation of the Purchase Price (together with liabilities assumed hereunder and other relevant items) among the Assets. Seller and Purchaser represent, warrant and agree that such allocation will be determined through arm's length negotiations. If the Parties are unable to agree on the allocation, the allocation shall be determined by an independent accounting firm acceptable to Purchaser and Seller, such agreement not to unreasonably withheld, conditioned or delayed, whose resolution shall be binding and enforceable against the Parties hereto. Such allocation will comply with the requirements of Section 1060 of the Code. Purchaser will prepare IRS Form 8594 for Seller's review and comment. Seller and Purchaser each agrees that, to the extent permitted by applicable law, it will adopt and use the amounts allocated to each asset or class of assets for purposes of all Federal, state and other income Tax returns or reports of any nature filed by it, and that it will not voluntarily take any position inconsistent therewith upon examination of any such Tax returns or reports, in any claim for refund, in any litigation or otherwise with respect to such Tax returns or reports. Notwithstanding any other provisions of this Agreement, the foregoing agreement shall survive the Closing Date without limitation.

Allocation of the Purchase Price. Seller The Purchase Price (to the extent required by the Tax Code) shall be allocated among the Purchased Assets and by entity as of the Closing Date in accordance with the relative fair market value of the Purchased Assets at that time, to the extent relevant, and in a manner consistent with Section 1060 of the Tax Code and the Regulations which allocation will be set out in a schedule to be prepared by Purchaser shall use their best efforts and to agree, be agreed upon by LGI within 90 thirty (30) days of after the Closing Date (the “Allocation”). If LGI and the Purchaser are unable to agree upon the Allocation within thirty (30) days after the Closing Date, the disputed items shall be resolved by KPMG LLP (or if unable or unwilling to accept its mandate, an allocation independent accountant to be mutually agreed upon by Sellers and Purchaser). Subject to the foregoing provisions of this Section 2.06, for all Tax purposes, the Purchase Price (together with liabilities assumed hereunder Purchaser and other relevant items) among the Assets. Seller and Purchaser represent, warrant and Sellers agree that such allocation will be determined through arm's length negotiations. If the Parties are unable to agree on the allocation, the allocation Transactions shall be determined by an independent accounting firm acceptable to Purchaser and Seller, such agreement not to unreasonably withheld, conditioned or delayed, whose resolution shall be binding and enforceable against the Parties hereto. Such allocation will comply reported in a manner consistent with the requirements terms of Section 1060 of this Agreement, including the Code. Purchaser will prepare IRS Form 8594 for Seller's review and comment. Seller and Purchaser each agrees that, to the extent permitted by applicable law, it will adopt and use the amounts allocated to each asset or class of assets for purposes of all Federal, state and other income Tax returns or reports of any nature filed by itAllocation, and that it none of them will not voluntarily take any position inconsistent therewith upon examination of in any such Tax returns or reportsReturn, in any claim for refundrefund claim, in any litigation litigation, or otherwise otherwise. The Sellers and the Purchaser agree to cooperate with respect each other in preparing IRS Form 8594 (including any subsequent adjustments required thereto), and to furnish the other with a copy of such Tax returns form prepared in draft form within a reasonable period before its filing due date. If such allocation is disputed by any taxation or reports. Notwithstanding any other provisions of this AgreementGovernmental Authority, the foregoing agreement shall survive Purchaser or any Seller receiving notice of such dispute will promptly notify the Closing Date without limitationother party and the parties will use their reasonable best efforts to sustain the final allocation. The parties will share information and cooperate in good faith to permit the Transactions to be properly, timely and consistently reported.

Allocation of the Purchase Price. Seller and Purchaser shall use their best efforts to agree, within 90 days The Purchase Price will be allocated among the Transferred Assets in accordance with Section 1060 of the Closing DateInternal Revenue Code of 1986 (the “Code”) as determined by the mutual agreement of the Parties. When the Purchase Price Allocation is established, then such allocation shall be attached hereto as Schedule I to an this Agreement. In the event the Parties cannot agree on the allocation of the Purchase Price (together with liabilities assumed hereunder and other relevant items) among the Assets. Seller and Purchaser representPrice, warrant and agree that such allocation will be determined through arm's length negotiations. If the Parties are unable shall, within ten (10) days of either Party providing written notice that an impasse has been reached, select a third party engineering firm with procurement experience acceptable to agree both Parties who shall review the positions set forth by both Parties on the possible allocation; such engineering firm shall promptly prepare a report on its recommended allocation of the Purchase Price, the which allocation shall be determined by an independent accounting firm acceptable binding on the Parties, Buyer and Seller agree to Purchaser report the federal, state, and Seller, local income and other tax consequences of the Transaction in a manner consistent with such agreement allocation and not to unreasonably withheld, conditioned or delayed, whose resolution shall be binding and enforceable against the Parties hereto. Such allocation will comply with the requirements of Section 1060 of the Code. Purchaser will prepare IRS Form 8594 for Seller's review and comment. Seller and Purchaser each agrees that, to the extent permitted by applicable law, it will adopt and use the amounts allocated to each asset or class of assets for purposes of all Federal, state and other income Tax returns or reports of any nature filed by it, and that it will not voluntarily take any position inconsistent therewith upon in connection with the examination of any such Tax returns or tax returns, statements, reports, in and forms, including any claim for schedule or attachment (collectively, “Tax Returns”), or any refund, in claim, litigation, or other Action involving any litigation or otherwise with respect Tax Return, Buyer will prepare and deliver Internal Revenue Service (“IRS”) Form 8594 to such Tax returns or reports. Notwithstanding any other provisions of this Agreement, the foregoing agreement shall survive Seller within thirty (30) days after the Closing Date without limitationDate, if such form is required to be filed with the IRS. The completed Form 8594 shall be consistent with the agreed allocation of Purchase Price. Buyer shall also prepare and deliver any revised Form 8594 if required to reflect adjustments to the Purchase Price.