Common use of Determination and Allocation of Consideration Clause in Contracts

Determination and Allocation of Consideration. Asset Seller and --------------------------------------------- Buyer agree to determine the amount of and allocate the total consideration transferred by Buyer to Asset Seller pursuant to this Agreement (the "Consideration") in accordance with the fair market value of the assets and liabilities transferred and in accordance with Section 1060 of the Code. Buyer shall provide Asset Seller with one or more schedules allocating the Consideration. If Asset Seller disagrees with any items reflected on the schedules so provided, Asset Seller shall have the right to notify Buyer of such disagreement and its reasons for so disagreeing, in which case Asset Seller and Buyer shall attempt to resolve the disagreement. If Asset Seller and Buyer cannot resolve the disagreement, the disagreement shall be referred to the Accounting Expert, whose decision shall be final and binding and whose expenses shall be borne by the party that the Accounting Expert determines has lost the dispute. Asset Seller and Buyer agree to prepare and file an IRS Form 8594 in a timely fashion in accordance with the rules under Section 1060 of the Code. 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 derived pursuant to this subsection shall be binding on Asset Seller and Buyer for all Tax reporting purposes.

Determination and Allocation of Consideration. Asset Seller Seller, PNI and --------------------------------------------- Buyer agree to determine the amount and value of and allocate the total consideration transferred by Buyer to Asset Seller pursuant to this Agreement which constitutes purchase consideration for the Acquired Assets (the "Consideration") in accordance with the fair market value of and to allocate such Consideration among the assets and liabilities transferred and in accordance with their fair market values and in a manner consistent with Section 1060 of 2.3. Prior to the Code. Buyer Closing, Seller or PNI shall provide Asset Seller Buyer with one or more schedules allocating the Consideration. If Asset Seller Buyer disagrees with any items reflected on the schedules so provided, Asset Seller Buyer shall have the right to notify Buyer Seller and PNI prior to the Closing of such disagreement and its reasons for so disagreeing, in which case Asset Seller Seller, PNI and Buyer shall attempt in good faith to resolve the disagreement. If Asset Seller and Buyer cannot resolve the disagreement, the disagreement shall be referred prior to the Accounting ExpertClosing, whose decision shall provided, however, that Seller agrees to accept and be final and binding and whose expenses shall be borne bound by the party that the Accounting Expert determines has lost the disputereasonable determination of Buyer. Asset Seller Seller, PNI and Buyer agree to prepare and file an IRS Form 8594 in a timely fashion in accordance with the rules under Section 1060 of the CodeCode and in a manner consistent with the allocation made under this Section 5.4(d). 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 derived pursuant to this subsection shall be binding on Asset Seller Seller, PNI and Buyer for all Tax reporting purposes.

Determination and Allocation of Consideration. Asset Seller and --------------------------------------------- Buyer agree to determine the amount of and allocate the total consideration transferred by Buyer to Asset Seller pursuant to this Agreement (the "Consideration") in accordance with the fair market value of the assets and ------------- liabilities transferred and in accordance with Section 1060 of the Code. Buyer shall provide Asset Seller with one or more schedules allocating the Consideration. If Asset Seller disagrees with any items reflected on the schedules so provided, Asset Seller shall have the right to notify Buyer of such disagreement and its reasons for so disagreeing, in which case Asset Seller and Buyer shall attempt to resolve the disagreement. If Asset Seller and Buyer cannot resolve the disagreement, the disagreement shall be referred to the Accounting Expert, Expert whose decision shall be final and binding and whose expenses shall be borne by the party that the Accounting Expert determines has lost the dispute. Asset Seller and Buyer agree to prepare and file an IRS Form 8594 in a timely fashion in accordance with the rules under Section 1060 of the Code. 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 derived pursuant to this subsection shall be binding on Asset Seller and Buyer for all Tax reporting purposes.

Determination and Allocation of Consideration. Asset Seller and The parties to this --------------------------------------------- Buyer Agreement agree to determine the amount of and allocate the total consideration transferred by Buyer to Asset Seller pursuant to this Agreement (the "Consideration") in accordance with the fair market value of the assets and liabilities transferred and in accordance with Section 1060 of the Code. Buyer shall provide Asset Seller with one or more schedules allocating the Consideration, and such schedule(s) shall be binding upon the parties, unless Seller notifies Buyer of its disagreement with such schedule(s) within 10 days. If Asset Seller reasonably disagrees with any items reflected on the schedules so provided, Asset Seller shall have the right within 30 business days of its receipt of such schedules to notify Buyer of such disagreement and its reasons for so disagreeing, in which case Asset Seller and Buyer shall attempt in good faith to resolve the disagreement. If Asset Seller and Buyer cannot resolve the disagreement, the disagreement shall be referred to the Accounting Expert, whose decision shall be final and binding and whose expenses shall be borne by the party that the Accounting Expert determines has lost the dispute. Asset Seller and Buyer agree to prepare and file an IRS Form 8594 in a timely fashion in accordance with the rules under Section 1060 of the Code. 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 derived pursuant to this subsection shall be binding on Asset Seller and Buyer for all Tax reporting purposes.

Determination and Allocation of Consideration. Asset Seller and --------------------------------------------- Buyer The parties to this Agreement agree to determine the amount of and allocate the total consideration transferred by Buyer to Asset Seller pursuant to this Agreement (the "Consideration") in accordance with the fair market value of the assets and liabilities transferred and in accordance with Section 1060 of the Code. Buyer shall provide Asset Seller with one or more schedules allocating the Consideration, and such schedule(s) shall be binding upon the parties, unless Seller notifies Buyer of its disagreement with such schedule(s) within 10 days. If Asset Seller reasonably disagrees with any items reflected on the schedules so provided, Asset Seller shall have the right within 30 business days of its receipt of such schedules to notify Buyer of such disagreement and its reasons for so disagreeing, in which case Asset Seller and Buyer shall attempt in good faith to resolve the disagreement. If Asset Seller and Buyer cannot resolve the disagreement, the disagreement shall be referred to the Accounting Expert, whose decision shall be final and binding and whose expenses shall be borne by the party that the Accounting Expert determines has lost the dispute. Asset Seller and Buyer agree to prepare and file an IRS Form 8594 in a timely fashion in accordance with the rules under Section 1060 of the Code. 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 derived pursuant to this subsection shall be binding on Asset Seller and Buyer for all Tax reporting purposes.