Common use of EACH OF THE Clause in Contracts

EACH OF THE. Seller Parties and the Buyer shall: (a) be bound by the Allocation Schedule for purposes of determining Taxation related to the transfer of the Assets; (b) prepare and file, or cause to be prepared and filed, its Taxation returns on a basis consistent with such Allocation Schedule; and (c) take no position, or cause no position to be taken, inconsistent with such Allocation Schedule on any applicable Taxation return, in any proceeding before any Government Authority, in any report made for Taxation purposes, in any Taxation litigation, or otherwise with respect to any Taxation. If the Allocation Schedule is disputed by any Government Authority, the Party receiving notice of such dispute will promptly notify the other Parties concerning the existence and resolution of such dispute and the Parties agree to use reasonable efforts to defend such Allocation Schedule in such dispute. The Parties acknowledge that the Allocation Schedule shall not be binding in relation to claims, disputes or proceedings other than those within the scope of this clause 20.1 or clauses 7.3, 7.6(a) or 10.