Common use of Allocation of Transaction Consideration Clause in Contracts

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 litigation inconsistent with the allocation provided in the Allocation Statement. In the event that any adjustment is required to be made to the Allocation Statement as a result of any adjustment to the Transaction Consideration pursuant to Article VI of this Agreement or otherwise, Purchaser shall prepare or cause to be prepared, and shall provide to Seller and Representative, a revised Allocation Statement reflecting such adjustment. Such revised Allocation Statement shall be subject to review and resolution of timely raised disputes in the same manner as the initial Allocation Statement. Each of Buyer and Seller shall file or cause to be filed its Tax Returns (including, to the extent applicable, a revised IRS Form 8594) reflecting such adjustments as so finalized for its taxable year that includes the event or events giving rise to such adjustment, and (except as required by future revised Allocation Statement) shall not take any position on any Tax Return or in the course of any Tax audit, review, or litigation inconsistent with the allocation provided in the revised Allocation Statement.

Allocation of Transaction Consideration. Within sixty (60) days following the final determination of the Final Closing Net Working Capital, Purchaser shall provide to Representative Sellers a schedule allocating the Transaction Consideration (including, for the avoidance of doubt, the value of the Equity Interest) 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 and the methodologies set forth in Exhibit X. Xxxxxxx shall have twenty (including without limitation, to the extent applicable, Section 1060 of the Code) (collectively, the “Allocation Principles”). Within fifteen (1520) 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 provide comments in writing to Purchaser, which Purchaser within such time period, Seller and Representative will be deemed to have agreed to, and accepted, the Allocation Statement)shall consider in good faith. Purchaser and Representative will attempt Sellers shall negotiate in good faith to resolve finalize the Allocation Statement (unless Sellers do not provide any differences with respect comments within such twenty (20)-day period, in which case Purchaser’s determination of the Allocation Statement shall be deemed final). If, within twenty (20) days of Purchaser’s receipt of Sellers’ comments 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 Parties are unable to resolve such differences within such time periodagree, then any remaining disputed matters will be submitted to the Parties shall retain the Neutral Accountant for resolutionto resolve their dispute, in accordance with the Allocation Principles. Promptly, but not later than fifteen (15) days after such matters are submitted to it for resolution hereunder, provided that the Neutral Accountant will determine those matters shall utilize the methodologies as set forth in dispute and will render a written report as to Exhibit D. The determination of the disputed matters and the resulting Allocation Statement, which report shall, absent manifest error, Neutral Accountant shall be conclusive final and binding upon Purchaser and Seller and Representativeon the Parties. The fees and expenses of the Neutral Accountant in respect of such report shall be paid equally, one-half by Purchaser and one-half by SellerSellers. Purchaser and Seller The Parties shall each file or cause make appropriate adjustments 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 to reflect changes in the purchase price. The Parties agree for all Tax reporting purposes to report the transaction contemplated by this Agreement in accordance with the Allocation Statement, as so finalizedadjusted pursuant to the preceding sentence, and (except as set forth below relating to a revised Allocation Statement) shall not take any position on any Tax Return or in during the course of any Tax audit, review, audit or litigation other proceeding inconsistent with the allocation provided in the Allocation Statement. In the event that any adjustment is required to be made to the Allocation Statement as a result of any adjustment to the Transaction Consideration pursuant to Article VI of this Agreement or otherwise, Purchaser shall prepare or cause to be prepared, and shall provide to Seller and Representative, a revised Allocation Statement reflecting such adjustment. Such revised Allocation Statement shall be subject to review and resolution of timely raised disputes in the same manner as the initial Allocation Statement. Each of Buyer and Seller shall file or cause to be filed its Tax Returns (including, to the extent applicable, a revised IRS Form 8594) reflecting such adjustments as so finalized for its taxable year that includes the event or events giving rise to such adjustment, and (except as schedule unless required by future revised Allocation Statement) shall not take any position on any Tax Return or in a determination of the course of any Tax audit, review, or litigation inconsistent with the allocation provided in the revised Allocation Statement.applicable Governmental Body that is final. AmericasActive:13598183.18

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 Each Party will allocate the Transaction Consideration plus Assumed Liabilities in accordance with Exhibit 2.4(g) (including that are liabilities for Tax purposes among Buyer will cause each Acquired Company to do so). As soon as reasonably practicable after the Purchased Assets Final Net Working Capital and Cash, Final Transaction Expenses and Final Funded Indebtedness becomes final and binding, but in any event within 30 days thereafter, Buyer will deliver to Sellers’ Representative a draft allocation of the Transaction Consideration in accordance with Exhibit 2.4(g) (the “Allocation StatementAllocation”). The Sellers’ Representative will have the right to review the Allocation Statement shall be prepared and will notify Buyer in accordance with the applicable provisions writing of any objections within 20 days after receipt of the Code (including without limitation, to the extent applicable, Section 1060 of the Code) (collectively, the “Allocation Principles”)Allocation. Within fifteen (15) days after the receipt of such Allocation Statement, Seller or Buyer and Sellers’ 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 cooperate in good faith to resolve any differences with respect to reach agreement on the Allocation Statementdisputed items or amounts, in accordance with the Allocation Principles, within fifteen (15) days after Purchaser’s receipt of a timely written notice of objection from Seller or Representativeif any. If Purchaser Buyer and Sellers’ Representative are unable to resolve such differences within such time periodreach an agreement regarding the Allocation, then within 30 days following receipt by Buyer of Sellers’ Representative’s written objections, any remaining disputed matters disagreement will be submitted resolved by the Arbitrator, whose involvement will be limited solely to disputed items. Any Allocation determined pursuant to the Neutral Accountant for resolutiondecision of the Arbitrator will incorporate, in accordance reflect and be consistent with Exhibit 2.4(g). The Allocation, as prepared by Buyer, if no timely written objection by Sellers’ Representative has been given, as adjusted pursuant to any agreement between Buyer and Sellers’ Representative or as determined by the Allocation Principles. PromptlyArbitrator (the “Final Allocation”), 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 final and binding upon Purchaser and Seller and Representativeon the Parties. The Any fees and expenses of the Neutral Accountant Arbitrator will be borne by Buyer and Sellers using the same method of allocation and payment described in Section 2.4(d). After Closing, the Parties will, and will cause their respective Affiliates to, make consistent use of the Final Allocation, as adjusted to reflect any, if any, adjustments to the Transaction Consideration, for all Tax purposes. With respect to such Final Allocation, as so adjusted, each Party will (1) be bound by such allocation, (2) act in accordance with such allocation in the preparation 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 the filing of all 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 litigation inconsistent with the allocation provided in the Allocation Statement. In the event that any adjustment is required to be made to the Allocation Statement as a result of any adjustment to the Transaction Consideration pursuant to Article VI of this Agreement or otherwise, Purchaser shall prepare or cause to be prepared, and shall provide to Seller and Representative, a revised Allocation Statement reflecting such adjustment. Such revised Allocation Statement shall be subject to review and resolution of timely raised disputes in the same manner as the initial Allocation Statement. Each of Buyer and Seller shall file or cause to be filed its Tax Returns (including, to the extent applicable, a revised IRS Form 8594) reflecting such adjustments as so finalized for its taxable year that includes the event or events giving rise to such adjustmentProceeding relating thereto, and (except as required by future revised Allocation Statement3) shall not take any no position on any Tax Return or in the course of any Tax audit, review, or litigation and cause its Affiliates to take no position inconsistent with such allocation for Tax purposes (including in connection with any Proceeding), unless in each case otherwise required pursuant to a “determination” within the allocation provided in meaning of section 1313(a) of the revised Allocation StatementCode.

Allocation of Transaction Consideration. Within sixty (60) days following the final determination of the Final Closing Net Working Capital, Purchaser shall provide to Representative Seller 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 Seller 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 RepresentativeSeller. If Purchaser and Representative Seller 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 RepresentativeSeller. The fees and expenses of the Neutral Accountant in respect of such report shall be paid one-half by Purchaser and one-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 litigation inconsistent with the allocation provided in the Allocation Statement. In the event that any adjustment is required to be made to the Allocation Statement as a result of any adjustment to the Transaction Consideration pursuant to Article VI of this Agreement or otherwise, Purchaser shall prepare or cause to be prepared, and shall provide to Seller and RepresentativeSeller, a revised Allocation Statement reflecting such adjustment. Such revised Allocation Statement shall be subject to review and resolution of timely raised disputes in the same manner as the initial Allocation Statement. Each of Buyer Purchaser and Seller shall file or cause to be filed its Tax Returns (including, to the extent applicable, a revised IRS Form 8594) reflecting such adjustments as so finalized for its taxable year that includes the event or events giving rise to such adjustment, and (except as required by future revised Allocation Statement) shall not take any position on any Tax Return or in the course of any Tax audit, review, or litigation inconsistent with the allocation provided in the revised Allocation Statement.