Common use of Determination and Allocation of Consideration Clause in Contracts

Determination and Allocation of Consideration. Seller, PNI and Buyer agree to determine the amount and value of the total consideration transferred by Buyer to Seller pursuant to this Agreement which constitutes purchase consideration for the Acquired Assets (the "Consideration") and to allocate such Consideration among the assets and liabilities transferred in accordance with their fair market values and in a manner consistent with Section 2.3. Prior to the Closing, Seller or PNI shall provide Buyer with one or more schedules allocating the Consideration. If Buyer disagrees with any items reflected on the schedules so provided, Buyer shall have the right to notify Seller and PNI prior to the Closing of such disagreement and its reasons for so disagreeing, in which case Seller, PNI and Buyer shall attempt in good faith to resolve the disagreement prior to the Closing, provided, however, that Seller agrees to accept and be bound by the reasonable determination of Buyer. 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 Code 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 Seller, PNI and Buyer for all Tax reporting purposes.

Determination and Allocation of Consideration. Seller, PNI and Buyer The parties to this Agreement agree to determine the amount of and value of allocate the total consideration transferred by Buyer to Seller pursuant to this Agreement which constitutes purchase consideration for the Acquired Assets (the "Consideration") and to allocate such Consideration among in accordance with the fair market value of the assets and liabilities transferred and in accordance with their fair market values and in a manner consistent with Section 2.31060 of the Code. Prior to the Closing, Seller or PNI Buyer shall provide Buyer 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 Buyer Seller reasonably disagrees with any items reflected on the schedules so provided, Buyer Seller shall have the right within 30 business days of its receipt of such schedules to notify Seller and PNI prior to the Closing Buyer of such disagreement and its reasons for so disagreeing, in which case Seller, PNI Seller and Buyer shall attempt in good faith to resolve the disagreement. If Seller and Buyer cannot resolve the disagreement, the disagreement prior shall be referred to the ClosingAccounting Expert, provided, however, that Seller agrees to accept whose decision shall be final and binding and whose expenses shall be bound borne by the reasonable determination of Buyerparty that the Accounting Expert determines has lost the dispute. Seller, PNI 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 and in a manner consistent with the allocation made under this Section 5.4(d)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 Seller, PNI Seller and Buyer for all Tax reporting purposes.

Determination and Allocation of Consideration. Seller, PNI and Buyer The Parties agree to determine the amount of and value of allocate the total consideration transferred by Buyer to Seller or its Affiliates pursuant to this Agreement which constitutes purchase consideration for the Acquired Assets (the "“Consideration"”) and to allocate such Consideration among in accordance with the fair market value of the assets and liabilities transferred in accordance with their fair market values and transferred. To the extent amounts of the Earn Out are considered additional consideration, rather than interest, for U.S. federal income tax purposes, the Parties shall treat such amounts as part of the Consideration, in a manner consistent with the terms of this Section 2.37.8. Prior to the Closing, Seller or PNI shall provide Buyer with one or more schedules allocating the ConsiderationConsideration prior to or promptly following the Closing for Buyer’s review and consent, which consent shall not be unreasonably withheld or delayed. If Buyer disagrees with any items reflected does not inform Seller in writing within twenty (20) days that it is withholding consent and the basis for objection, then the submitted allocation of Consideration shall be deemed accepted and agreed, and final and conclusive for all purposes of this Agreement, provided that such allocation shall be subject to adjustment to the extent required by Law. In the event that Buyer informs Seller in writing within twenty (20) days that it is withholding consent, then an accounting firm mutually agreeable to Buyer and Seller shall be promptly retained to determine the allocation of the Consideration for U.S. federal income tax purposes. The determination of such accounting firm shall be binding on the schedules so provided, Parties. The costs of retaining such accounting firm shall be borne fifty percent (50%) by Buyer shall have the right to notify and fifty percent (50%) by Seller. Seller and PNI prior to the Closing of such disagreement and its reasons for so disagreeing, in which case Seller, PNI and Buyer shall attempt in good faith to resolve the disagreement prior to the Closing, provided, however, that Seller agrees to accept and be bound by the reasonable determination of Buyer. 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 Code and in a manner consistent with the allocation made under this Section 5.4(d)Code. To the extent that the Consideration is adjusted after the Closing Date, the parties 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 Section 7.8 shall be binding on Seller, PNI Seller and Buyer for all income Tax reporting purposes.

Determination and Allocation of Consideration. Seller, PNI and Buyer The parties to this Agreement agree to determine the amount and value of the total consideration Consideration (as defined below) transferred by Buyer and its Affiliates to Seller and its Affiliates pursuant to this Agreement which constitutes purchase consideration for the Acquired Assets (the "Consideration") and to allocate such that Consideration among in accordance with the fair market value of the assets and liabilities transferred in accordance with their fair market values and in a manner consistent with Section 2.3transferred. Prior to At least 30 days prior the Closing, Seller or PNI shall provide Buyer with one or more schedules allocating setting forth the Considerationtotal amount of the expected Consideration as of the first Business Day following the Closing and its allocation among the Transferred Assets, which allocation shall be consistent with the allocation (if any) set forth in Schedule 5.4 as of the date hereof. If Buyer disagrees notifies Seller of its disagreement with any items reflected on the schedules so provided, Buyer shall have the right to notify Seller and PNI prior to the Closing of such disagreement and its reasons for so disagreeing, in which case Seller, PNI and Buyer shall attempt in good faith to resolve the disagreement prior disagreement; to the Closingextent Seller and Buyer cannot agree within 10 days after Seller delivers such schedules to Buyer, provided, however, that Seller agrees and Buyer shall jointly submit their disagreement to accept the New York City office of an independent “Big Four” accounting firm or such other accounting firm reasonably acceptable to both Seller and Buyer for resolution and the decision of such accounting firm shall be bound by rendered within 10 days after such firm is retained and shall final and binding on the reasonable determination parties. Seller and Buyer shall share equally the costs of Buyeremploying such accounting firm. Seller, PNI Seller and Buyer agree to prepare and file an IRS Form 8594 any Tax Returns or forms required to be filed with any Taxing authority with respect to such allocation in a timely fashion in accordance with the rules under Section 1060 of the Code and in a manner consistent with the allocation made under this Section 5.4(d)applicable rules. To the extent that the Consideration is finally determined or is adjusted after the Closing Date, the parties agree to revise and amend the schedule schedule(s) and IRS Form 8594 any such Tax Returns or forms in the same manner and according to the same procedure. The determination and allocation of the Consideration derived pursuant to this subsection Section 5.4(k) shall be binding on Seller, PNI Seller and Buyer and all their respective Affiliates for all Tax reporting purposes. Any amounts paid pursuant to Section 2.13 shall be allocated in accordance with the provisions of this Section, except to the extent the parties agree that all or any portion of such payment is disproportionately attributable to a specific asset or assets, in which case that portion will be allocated to the asset(s) to which it is attributable. “Consideration” shall mean, as of the time it is being determined, the sum of (i) the Initial Purchase Price or the Total Purchase Price, as the case may be; and (ii) Assumed Liabilities; reduced by (iii) the net amount paid by Seller or any of its Affiliates to Buyer or any of its Affiliates pursuant to Section 5.5(p)(iii) (but not taking into account any interest paid pursuant to Section 5.5(p)(iii)) and by (iv) any Delayed Closing Payment.