Allocation of the Transaction Consideration Sample Clauses

Allocation of the Transaction Consideration. The payment by the Purchaser of the Transaction Consideration (including any adjustment required pursuant to Section 2.5) to the Sellers shall constitute payment by the Purchaser to the Sellers in full and final satisfaction of the Purchaser’s obligation to pay such amount hereunder.

Allocation of the Transaction Consideration. Within sixty (60) days after the final determination of the Final Purchase Price pursuant to the terms of Section 2.12, Seller shall deliver to Buyer an allocation of the Final Purchase Price (together with liabilities and other items required to be included in the purchase price for U.S. federal income tax purposes) among the Transferred Interests (and the assets of any Transferred Entity for which a Section 338(h)(10) Election is made pursuant to Section 6.08(a)), the JV Interests and the Transferred Assets consistent with Sections 338 and 1060 of the Code (the “Initial Allocation Statement”). Seller and Buyer shall use commercially reasonable efforts to resolve any disagreements with respect to the Initial Allocation Statement within thirty (30) days following Seller’s delivery of the Initial Allocation Statement. The Initial Allocation Statement, as prepared by Seller (if Buyer does not provide notice of any disagreement), or as modified to reflect the resolution of any disagreements between Seller and Buyer, shall be referred to as the “Final Allocation Statement.” After the Closing, the Parties and their respective Affiliates will consistently use the allocations set forth in the Final Allocation Statement (if any) for U.S. federal, state, local and other (including non-U.S.) Tax purposes, including for any Tax Returns and any forms or reports required to be filed pursuant to Sections 338 and 1060 of the Code (including Internal Revenue Service Forms 8594 and 8883), or any comparable provision of state, local or non-U.S. Tax Law, and in any administrative or judicial proceeding relating to Taxes, and such Parties agree that none of them will assert or maintain a position inconsistent with the foregoing, except as may be otherwise required by applicable Law. Any subsequent adjustment to the Purchase Price in accordance with this Agreement will be allocated in a manner consistent with the Final Allocation Statement (if any). For the avoidance of doubt, if the Parties are unable to resolve any disagreements with respect to the Initial Allocation Statement, each of the Parties may separately determine the allocation.

Allocation of the Transaction Consideration. The Parties hereto acknowledge and agree that the transactions contemplated by this Agreement shall be treated for tax purposes as a taxable transaction under the Code. The Parties agree that the allocation of the Transaction Consideration shall be mutually determined by the Parties and shall be allocated among the assets and the Restrictive Covenants (set forth in Section 6(c)) in a manner consistent with the requirements set forth in Section 1060 of the Code and the Treasury regulations promulgated there under and shall be set forth in Exhibit E to be delivered as of the Closing Date, as adjusted pursuant to Section 2(i). Such allocation will be binding on the Parties for federal income tax purposes, and will be consistently reflected by each Party on their respective federal income tax returns. The Parties agree to prepare and timely file all applicable Internal Revenue Service forms reflecting such allocation, and to furnish each other with a copy of such forms upon request.