Common use of Determination and Allocation of Consideration Clause in Contracts

Determination and Allocation of Consideration. The parties hereto agree to determine the amount of and allocate the total consideration transferred to Seller pursuant to this Agreement (the “Consideration”) in accordance with the fair market value of the assets and liabilities of Holdco and shall prepare a schedule of Buyer’s adjustments under Section 743 of the Code. Seller shall provide Buyer and Holdco with one or more schedules allocating the Consideration and setting forth the Section 743 basis adjustment within 90 days after the Closing Date. If Buyer disagrees with any items reflected on the schedules so provided, Buyer shall notify Seller of such disagreement and its reasons for so disagreeing, in which case Seller and Buyer shall attempt to resolve the disagreement. To the extent Seller and Buyer cannot agree on a mutually acceptable determination and/or allocation of the Consideration and Section 743 adjustment, such determination and/or allocation shall be made by the CPA Firm, whose decision shall be final and binding and whose expenses shall be shared equally by Seller, on the one hand, and Buyer on the other hand. The determination and allocation of the Consideration and Section 743 adjustment derived pursuant to this Section 5.4(f) shall be binding on the parties hereto for all Tax reporting purposes.

Determination and Allocation of Consideration. The parties hereto to this Agreement agree to determine the amount of and allocate the total consideration transferred by Buyer to Seller or its Affiliates pursuant to this Agreement (the “"Consideration”") in accordance with the fair market value of the assets and liabilities of Holdco and shall prepare a schedule of Buyer’s adjustments under Section 743 of the Codetransferred. Seller Buyer shall provide Buyer and Holdco Seller with one or more schedules allocating the Consideration and setting forth at least 20 days prior to the Section 743 basis adjustment within 90 days after the Closing DateClosing. If Buyer Seller disagrees with any items reflected on the schedules so provided, Buyer Seller shall notify Seller Buyer of such disagreement and its reasons for so disagreeing, in which case Seller and Buyer shall attempt to resolve the disagreement. To the extent Seller and Buyer cannot agree on a mutually acceptable determination and/or allocation of the Consideration and Section 743 adjustment(including any adjustment of such consideration pursuant to the immediately following sentence), such determination and/or allocation shall be made by the CPA Firm, whose decision shall be final and binding and whose expenses shall be shared equally by Seller, on the one hand, Seller and Buyer. Seller and Buyer on agree to prepare and file an IRS Form 8594 in a timely fashion in accordance with the other handrules under Section 1060 of the Code and in a manner consistent with the mutually agreed upon determination and/or allocation of the Consideration (or as determined by the CPA Firm). To the extent that the Consideration is adjusted after the Closing Date, the parties agree to revise and amend the schedule and IRS Form 8594 in the same manner and according to the same procedure. The determination and allocation of the Consideration and Section 743 adjustment derived pursuant to this Section 5.4(f5.4(h) shall be binding on the parties hereto Seller and Buyer for all Tax reporting purposes.