Allocation of Transaction Consideration. Within sixty (60) days following the final determination of the Final Closing Net Working Capital, Purchaser shall provide to Representative a schedule allocating the Transaction Consideration plus Assumed Liabilities that are liabilities for Tax purposes among the Purchased Assets (the “Allocation Statement”). The Allocation Statement shall be prepared in accordance with the applicable provisions of the Code (including without limitation, to the extent applicable, Section 1060 of the Code) (collectively, the “Allocation Principles”). Within fifteen (15) days after the receipt of such Allocation Statement, Seller or Representative will propose to Purchaser in writing any reasonable changes to such Allocation Statement together with reasonable documentation supporting such changes (and in the event that no such changes are proposed in writing to Purchaser within such time period, Seller and Representative will be deemed to have agreed to, and accepted, the Allocation Statement). Purchaser and Representative will attempt in good faith to resolve any differences with respect to the Allocation Statement, in accordance with the Allocation Principles, within fifteen (15) days after Purchaser’s receipt of a timely written notice of objection from Seller or Representative. If Purchaser and Representative are unable to resolve such differences within such time period, then any remaining disputed matters will be submitted to the Neutral Accountant for resolution, in accordance with the Allocation Principles. Promptly, but not later than fifteen (15) days after such matters are submitted to it for resolution hereunder, the Neutral Accountant will determine those matters in dispute and will render a written report as to the disputed matters and the resulting Allocation Statement, which report shall, absent manifest error, be conclusive and binding upon Purchaser and Seller and Representative. The fees and expenses of the Neutral Accountant in respect of such report shall be paid one-half by Purchaser and one-half by Seller. Purchaser and Seller shall each file or cause to be filed its Tax Returns for its taxable year that includes the Closing Date (including, to the extent applicable, IRS Form 8594) in a manner consistent with the allocation set forth on the Allocation Statement as so finalized, and (except as set forth below relating to a revised Allocation Statement) shall not take any position on any Tax Return or in the course of any Tax audit, review, or litigati...
Allocation of Transaction Consideration. Attached hereto as Schedule 1.7 is a schedule which sets forth the Parties' initial agreed allocation of the Transaction Consideration paid to the Company pursuant to Section 1.2; provided that Purchaser may use a different allocation if recommended by Purchaser's auditors; and provided further that if as a result of such recommendation Purchaser allocates more than $2,500,000 of the Transaction Consideration to software the Parties agree to discuss resolution. Sixty (60) days following the Closing, Purchaser shall provide to the Company a schedule allocating the Transaction Consideration paid to the Company in accordance with this Section 1.7 (and Assumed Liabilities, capitalized costs and other items required to be included in the Transaction Consideration for federal Income Tax purposes), among the Purchased Assets of the Company prepared in accordance with the Code Section 1060 and the Treasury Regulations promulgated thereunder. The Parties agree that they shall report the Transaction Consideration in a manner entirely consistent with the allocation contemplated in this Section 1.7 in all Tax Returns and forms and in the course of any Tax audit, Tax review or Tax litigation relating hereto.
Allocation of Transaction Consideration. The Buyer and the Seller agree that the amount of the Transaction Consideration and the Assumed Liabilities that are liabilities for federal income tax purposes shall be allocated for federal income tax purposes among the Purchased Assets in accordance with Schedule 1.8. Subject to the requirements of applicable law, such allocation (and any amendments thereto by reason of adjustments to the Transaction Consideration hereunder) shall be binding upon the parties for purposes of filing any return, report, or schedule regarding taxes.
Allocation of Transaction Consideration. Buyer shall prepare an allocation of the Transaction Consideration (as adjusted pursuant to this Agreement) and all other items required to be treated as consideration under the Code in accordance with Section 1060 of the Code. Buyer shall deliver a schedule to Seller setting forth such allocation (the “Transaction Consideration Allocation”) within 30 days after the Closing Date. If Seller notifies Buyer within 30 days after receipt of the draft Transaction Consideration Allocation that Seller objects to one or more items reflected in such Transaction Consideration Allocation, Buyer shall incorporate in the Transaction Consideration Allocation any reasonable comments that form the basis of Seller’s objection(s) to the draft Transaction Consideration Allocation. If the Transaction Consideration is further adjusted pursuant to the terms of this Agreement, then any binding Transaction Consideration Allocation shall be adjusted as appropriate and Buyer and Seller shall cooperate in good faith in making such adjustments.
Allocation of Transaction Consideration. Exhibit 2.5 sets forth the allocation of the Transaction Consideration at Closing among the Purchased Assets, which allocation the Parties agree has been made in accordance with Section 1060 of the Code and the accompanying Regulations. The Parties shall make consistent use of such allocation for financial accounting purposes and as a basis for all Tax purposes and in all filings, declarations and reports submitted to the IRS and applicable state and local taxing authorities in respect thereof, including the forms required to be filed under Section 1060 of the Code. The Purchaser shall prepare consistent with such allocation and deliver IRS Form 8594 to the Seller for approval at least three (3) days prior to the Closing Date, and the Seller and the Purchaser shall each timely file such form with the IRS. The Seller and the Purchaser shall prepare and file all Tax Returns consistent with such allocation, and in any Legal Proceeding related to the determination of any Tax, neither the Purchaser nor the Seller shall contend or represent, whether orally or in writing, that the allocation of the Consideration among the Purchased Assets in accordance with Exhibit 2.5 is not a correct allocation.
Allocation of Transaction Consideration. (a) The Transaction Consideration shall be allocated between the Merger and the Asset Purchase as shown on Schedule 2.7(a).
(b) The portion of the Transaction Consideration allocated to the Asset Purchase shall be further allocated among the Assets and any other related rights deemed acquired by PRGX LLC hereunder, as applicable, in the manner required by Section 1060 of the Code and the regulations thereunder and all applicable laws. Within a reasonable time from the date hereof, the PRGX Parties shall provide the Shareholders with a schedule (the “Allocation Schedule”) allocating all such amounts as provided herein, which shall be revised in the reasonable discretion of the PRGX Parties to the extent necessary to reflect any post-Closing payment or adjustment made pursuant to or in connection with this Agreement.
(c) Each of the Parties agrees to (i) prepare and timely file all Tax Returns, including, without limitation, Form 8594 (and all supplements thereto), in a manner consistent with Section 2.7(a) and the Allocation Schedule (as revised) and (ii) act in accordance with Section 2.7(a) and the Allocation Schedule (as revised) for all Tax purposes.
Allocation of Transaction Consideration. Attached hereto as Exhibit B is a schedule (the “Allocation Schedule”) which sets forth the Parties’ agreed allocation of the Transaction Consideration paid to the Companies in accordance with Section 1.2. Sixty (60) days following the Closing, Purchaser shall provide to the Companies a schedule allocating the Transaction Consideration paid to the Companies in accordance with Section 1.2 (and Assumed Liabilities, capitalized costs and other items required to be included in the Transaction Consideration for federal income Tax purposes), among the Purchased Assets of each Company prepared in accordance with the Code Section 1060 and the Treasury Regulations promulgated thereunder and in accordance with Section 1.2. The Parties agree that they shall report the Transaction Consideration in a manner entirely consistent with such allocation schedule in all Tax Returns and forms and in the course of any Tax audit, Tax review or Tax litigation relating hereto.
Allocation of Transaction Consideration. Following Closing, each of the Significant Selling Securityholders, the Company, Opco and the Purchaser will use commercially reasonable efforts to negotiate a mutually acceptable allocation of the Transaction Consideration and the Parties agree to execute and file all Tax Returns and prepare all financial statements on the basis of such allocation.
Allocation of Transaction Consideration. Schedule 1.8 (the “Allocation Schedule”) sets forth the Parties' agreed allocation of the Transaction Consideration paid in accordance with Section 1.4 prepared in accordance with the Code Section 1060 and the Treasury Regulations promulgated thereunder. The Parties agree that they shall report the Transaction Consideration in a manner entirely consistent with such allocation schedule in all Tax Returns and forms and in the course of any Tax audit, Tax review or Tax litigation relating hereto.
Allocation of Transaction Consideration. (a) The Purchase Price shall be allocated among the assets of the Company and each Company Subsidiary in accordance with a schedule to be mutually agreed upon by Seller and Purchaser prior to the Closing. Purchaser and Seller will file all Tax Returns consistent with the agreed upon allocation of the Purchase Price. For U.S. federal Income Tax purposes and for purposes of all other Income Taxes for which the Company is treated as a disregarded or tax transparent entity, Purchaser and Seller agree to treat the sale of the Company as the sale of assets by the Company and each of the Company Subsidiaries.
(b) In the event that Seller and Purchaser fail to mutually agree upon the allocation of the Purchase Price prior to the Closing, Seller and Purchaser shall select a nationally known independent accounting firm (which firm shall not be the then regular auditors of Purchaser, Seller or the Company) to resolve the matters in dispute, which determination shall be final and binding on the Parties. The fees and expenses, if any, of such accounting firm shall be paid one-half by Seller and one-half by Purchaser.
