Common use of Price Allocation Clause in Contracts

Price Allocation. (1) No later than ninety (90) days after the date hereof, Purchaser shall provide Seller with a schedule allocating the Purchase Price (plus the Assumed Liabilities and any other Liabilities deemed assumed by Purchaser for United States federal income Tax purposes) among the Purchased Assets in accordance with Section 1060 of the Code, the Treasury Regulations promulgated thereunder, and any other applicable Tax laws that the Parties must satisfy with respect to an allocation of the Purchase Price (the “Purchase Price Allocation”). If Seller provides no comments with respect to the Purchase Price Allocation by written notice to Purchaser within thirty (30) days after receipt by Seller of the Purchase Price Allocation, then the Purchase Price Allocation shall be deemed final, binding and conclusive for all purposes of this Agreement and with respect to any Tax filings made in connection with the actions and transactions contemplated by this Agreement. If Seller provides any comments with respect to the Purchase Price Allocation by written notice to Purchaser within thirty (30) days after receipt by Seller of the Purchase Price Allocation, and sets forth in such written notice the disputed item or items and the basis for its objection in reasonable detail, then Seller and Purchaser shall negotiate in good faith to resolve any such dispute for a period of fifteen (15) days thereafter. If, within fifteen (15) days of Purchaser’s receipt of a valid written notice of objection to the Purchase Price Allocation, Purchaser and Seller have not reached an agreement regarding the disputed item or items specified in such written notice, Purchaser and Seller shall submit (at the expiration of such fifteen (15) day period) all disputed items for resolution to an independent accountant. The independent accountant shall deliver to Purchaser and Seller a written determination of any disputed item within twenty (20) days of submission of the dispute to the independent accountant, which determination shall be final, binding and conclusive on the parties hereto. The fees and expenses of the independent accountant will be shared equally by Seller and Purchaser. (2) Seller and Purchaser shall report all Taxes and file all Tax Returns (including amended Tax Returns and claims for refund) consistent with the Purchase Price Allocation (as appropriately adjusted), and shall take no position inconsistent therewith (including in any audits or examinations by any Tax Authority), unless, and then only to the extent, required by a Final Determination. Seller and Purchaser (or any of their respective Affiliates) shall exchange completed and executed forms required by applicable law with respect to the allocation (including IRS Form 8594) at least thirty (30) days prior to the due date for filing such forms and shall cooperate in the filing of any such forms, including any amendments to such forms required as a result of any adjustment to the Purchase Price pursuant to this Agreement.

Price Allocation. (1) No later than ninety (90) days after Prior to the date hereofClosing, Purchaser the Sellers shall provide Seller with a schedule allocating initially prepare an allocation of the Base ROW Purchase Price, the French Business Purchase Price and the Share Purchase Price (plus and any capitalized costs) and the Assumed Liabilities and any other Liabilities deemed assumed by Purchaser for United States federal income Tax purposes(if any) among the Purchased Assets (other than the Additional Equipment) and the Purchased Shares (the "Initial Allocation"), which shall be mutually agreed to by the Parties and be attached as Schedule 2.10 to this Agreement and the Sellers and the Buyer agree to allocate and, as applicable, to cause their relevant Affiliates to allocate, in accordance therewith, subject to any adjustment agreed to by the parties pursuant to this Section 2.10. Solely with respect to Purchased Assets of Sierra US, such allocation shall be prepared in accordance with Section 1060 of the Code, Code and the U.S. Treasury Regulations promulgated thereunder, thereunder (and any other applicable Tax laws that the Parties must satisfy with respect to an allocation similar provision of the Purchase Price (the “Purchase Price Allocation”state or local Law, as appropriate). If Seller provides no comments with respect to the Purchase Price Allocation by written notice to Purchaser within thirty (30) No later than 90 days after receipt by Seller of the Purchase Price AllocationClosing Date, then the Purchase Price Allocation shall be deemed final, binding and conclusive for all purposes of this Agreement and with respect to any Tax filings made in connection with the actions and transactions contemplated by this Agreement. If Seller provides any comments with respect to the Purchase Price Allocation by written notice to Purchaser within thirty (30) days after receipt by Seller of the Purchase Price Allocation, and sets forth in such written notice the disputed item or items and the basis for its objection in reasonable detail, then Seller and Purchaser shall negotiate in good faith to resolve any such dispute for a period of fifteen (15) days thereafter. If, within fifteen (15) days of Purchaser’s receipt of a valid written notice of objection to the Purchase Price Allocation, Purchaser and Seller have not reached an agreement regarding the disputed item or items specified in such written notice, Purchaser and Seller shall submit (at the expiration of such fifteen (15) day period) all disputed items for resolution to an independent accountant. The independent accountant Sellers shall deliver to Purchaser and Seller Buyer an allocation, prepared in a written determination of any disputed item within twenty (20) days of submission of the dispute to the independent accountant, which determination shall be final, binding and conclusive on the parties hereto. The fees and expenses of the independent accountant will be shared equally by Seller and Purchaser. (2) Seller and Purchaser shall report all Taxes and file all Tax Returns (including amended Tax Returns and claims for refund) manner consistent with the Purchase Price Allocation (as appropriately adjusted)preparation of the Initial Allocation, and shall take no position inconsistent therewith (including in reflecting any audits or examinations by any Tax Authority), unless, and then only proposed adjustment to the extent, required by a Final Determination. Seller and Purchaser (or any of their respective Affiliates) shall exchange completed and executed forms required by applicable law with respect to the allocation (including IRS Form 8594) at least thirty (30) days prior to the due date for filing such forms and shall cooperate in the filing of any such forms, including any amendments to such forms required Initial Allocation as a result of any adjustment to the Base ROW Purchase Price, the French Business Purchase Price pursuant and the Share Purchase Price (the "Final Allocation"). The Final Allocation shall be final and conclusive unless the Buyer disagrees, in good faith, with a material portion of the proposed allocation and notifies the Sellers that it objects to one or more items within 30 days of the delivery of such allocation. In this Agreementevent, the Sellers and Buyer will work together in good faith to resolve the issues raised by the allocation, provided, however, if the Buyer and the Sellers are unable to resolve any dispute within 10 days, such dispute shall be resolved by the Independent Accountants which resolution shall be binding on the Parties. The Independent Accountants shall resolve the dispute within 30 days of the matter being referred to them. The fees and expenses of the Independent Accountants shall be borne equally between the Buyer, on the one hand, and Sellers, on the other hand. The Buyer and the Sellers shall report, act, and file Tax Returns (including, but not limited to IRS Form 8594, if applicable) in all respects and for all purposes consistent with such allocation. No Party shall take any position (whether in audits, Tax Returns or otherwise) that is inconsistent with such agreed upon allocation unless required to do so by applicable Law.

Price Allocation. (1) No later than ninety one hundred twenty (90120) days after the date hereof, Purchaser shall provide Seller with a schedule allocating an allocation of the Purchase Price (plus the Assumed Liabilities and any other Liabilities deemed assumed by Purchaser for United States federal income Tax purposes) among the Purchased Assets in accordance with Section 1060 of the Code, Code and the Treasury Regulations promulgated thereunder, thereunder and any other applicable Tax laws that the Parties must satisfy with respect to an allocation of the Purchase Price methodologies set forth on Schedule 7.1 (the “Purchase Price Allocation”). If Seller provides no comments with respect to the Purchase Price Allocation by written notice to Purchaser Seller within thirty (30) days after receipt by Seller of the Purchase Price Allocation, then the Purchase Price Allocation shall be deemed final, binding and conclusive for all purposes of this Agreement and with respect to any Tax filings made in connection with the actions and transactions contemplated by this Agreement. If Seller provides any comments with respect to the Purchase Price Allocation by written notice to Purchaser within thirty (30) days after receipt by Seller of the Purchase Price Allocation, and sets forth in such written notice the disputed item or items and the basis for its objection in reasonable detail, then Seller and Purchaser shall negotiate in good faith to resolve any such dispute for a period of fifteen (15) days thereafter. If, within fifteen (15) days of Purchaser’s receipt of a valid written notice of objection to the Purchase Price Allocation, Purchaser and Seller have not reached an agreement regarding the disputed item or items specified in such written notice, Purchaser and Seller shall submit (at the expiration of such fifteen (15) day period) all disputed items for resolution to an independent accountantAccounting Mediator. The independent accountant Accounting Mediator shall deliver to Purchaser and Seller a written determination of any disputed item within twenty (20) days of submission of the dispute to the independent accountantAccounting Mediator, which determination shall be final, binding and conclusive on the parties hereto. The fees and expenses of the independent accountant Accounting Mediator will be shared equally by Seller and Purchaser. (2) Seller and Purchaser shall report all Taxes and file all Tax Returns (including amended Tax Returns and claims for refund) consistent with the Purchase Price Allocation (as appropriately adjusted), and shall take no position inconsistent therewith (including in any audits or examinations by any Tax Authority), unless, and then only to the extent, required by a Final Determination. Seller and Purchaser (or any of their respective Affiliates) shall exchange completed and executed forms required by applicable law with respect to the allocation (including IRS Form 8594) at least thirty (30) days prior to the due date for filing such forms and shall cooperate in the filing of any such forms, including any amendments to such forms required as a result of any adjustment to the Purchase Price pursuant to this Agreement.

Price Allocation. The Purchase Price (1including any Assumed Liabilities and any other items properly treated as consideration for the Purchased Assets for Tax purposes) No later than ninety shall be allocated among the Purchased Assets in accordance with the methodology set forth in Section 6.1.4 of the Disclosure Schedules (90the “Allocation Methodology”). Within sixty (60) days after the date hereoffinal determination of the Closing Date Working Capital Amount and any Post-Closing Adjustment Amount under Section 2.7, Purchaser shall provide Buyer will deliver to Seller with a schedule allocating the Purchase Price (plus the including any Assumed Liabilities and any other Liabilities deemed assumed by Purchaser items properly treated as consideration for United States federal income the Purchased Assets for Tax purposes) among the Purchased Assets for all purposes (the “Allocation Schedule”). The Allocation Schedule shall be prepared in accordance with Section 1060 of the Code, Code and the Treasury Regulations promulgated thereunder, and any other applicable Tax laws Allocation Methodology. The Allocation Schedule shall be deemed final unless Seller notifies Buyer in writing that Seller objects to one or more items reflected in the Parties must satisfy with respect to an allocation of the Purchase Price (the “Purchase Price Allocation”). If Seller provides no comments with respect to the Purchase Price Allocation by written notice to Purchaser Schedule within thirty (30) days after receipt by Seller delivery of the Purchase Price AllocationAllocation Schedule to Seller. In the event of any such objection, then the Purchase Price Allocation shall be deemed final, binding and conclusive for all purposes of this Agreement and with respect to any Tax filings made in connection with the actions and transactions contemplated by this Agreement. If Seller provides any comments with respect to the Purchase Price Allocation by written notice to Purchaser within thirty (30) days after receipt by Seller of the Purchase Price Allocation, and sets forth in such written notice the disputed item or items and the basis for its objection in reasonable detail, then Seller and Purchaser Buyer shall negotiate in good faith to resolve such dispute (any such resolution shall be final and binding on the parties); provided, however, that if Seller and Xxxxx are unable to resolve any dispute for a period of fifteen with respect to the Allocation Schedule within forty-five (1545) days thereafterafter the delivery of the Allocation Schedule to Seller, such dispute shall be resolved by the Independent Accountant in accordance with the provisions set forth in Section 2.7.2 mutatis mutandis (and any such determination shall be final and binding on the parties absent manifest error or fraud). IfIf the Purchase Price is adjusted pursuant to this Agreement, within fifteen (15) days of Purchaser’s receipt of a valid written notice of objection Seller shall revise the Allocation Schedule as necessary to reflect adjustments to the Purchase Price AllocationPrice, Purchaser and Seller have not reached an agreement regarding the disputed item or items specified in such written notice, Purchaser and Seller shall submit (at the expiration of such fifteen (15) day period) all disputed items for resolution to an independent accountant. The independent accountant which Buyer shall deliver to Purchaser and Seller a written determination of any disputed item within twenty thirty (2030) days following the date of submission of such adjustment, and which shall be subject to Seller’s review and comment and subject to the dispute resolution mechanism set forth in the immediately preceding sentence. The Allocation Schedule, as finalized pursuant to the independent accountant, which determination this Section 6.1.4 shall be final, binding and conclusive on upon the parties heretohereto and their respective Affiliates. The fees Seller (or its Affiliates) and expenses of the independent accountant will be shared equally by Seller and Purchaser. (2) Seller and Purchaser shall report all Taxes and Buyer agree to file all Tax Returns (including amended Tax Returns and claims for refundtheir respective IRS Forms 8594, if applicable) consistent in accordance with the Purchase Price Allocation (Schedule, as appropriately adjusted)finalized pursuant to this Section 6.1.4, and shall to not take no position any action inconsistent therewith (including in any audits or examinations by any Tax Authority)with the Allocation Schedule, unlessas finalized pursuant to this Section 6.1.4, and then only to the extent, unless otherwise required by a Final Determination“determination” within the meaning of Section 1313 of the Code. Seller and Purchaser If any Governmental Body disputes the Allocation Schedule (or any revision thereto), the party hereto receiving notice of their respective Affiliates) the dispute shall exchange completed promptly notify the other party hereto of such dispute, and executed forms required by applicable law with respect to the allocation (including IRS Form 8594) at least thirty (30) days prior to the due date for filing such forms and parties hereto shall cooperate in the filing of any such forms, including any amendments good faith in responding to such forms required as a result dispute in order to preserve the effectiveness of any adjustment to the Purchase Price pursuant to this AgreementAllocation Schedule.

Price Allocation. (1) No later than ninety (90) days after The Sellers and the date hereof, Purchaser shall provide Seller with a schedule allocating Buyer agree to allocate the ---------------- Purchase Price (plus the Assumed Liabilities and any other Liabilities deemed assumed by Purchaser for United States federal income Tax purposes) among the Purchased Assets in accordance with the residual method described in the Treasury Regulations promulgated under Section 338(b)(5) of the Code, as amended (the "Price Allocation"). The Sellers and the Buyer further agree to comply with all filing, notice and reporting requirements described in Section 1060 of the Code, Code and the temporary Treasury Regulations promulgated thereunder. The Sellers and the Buyer mutually agree to use their reasonable best efforts to agree to the Price Allocation to be detailed (i) in Section 1.7 of the Disclosure Schedule to be completed at Closing, and (ii) on the Form 8594 jointly completed and separately filed with their respective income tax returns for the tax year in which the Closing occurs. The failure to agree on the Price Allocation, however, shall not constitute a default or breach of this Agreement by either party hereto. The parties further agree that they will report the federal, state, municipal, foreign and local and other tax consequences of the purchase and sale hereunder in a manner consistent with the Price Allocation, and, if agreed upon, that they will not take any other applicable Tax laws that position inconsistent therewith. If the Parties must satisfy Sellers and the Buyer are unable to agree upon a Price Allocation within five (5) days after Closing, any remaining disputed matters with respect to such Price Allocation will be finally and conclusively determined by an independent accounting firm of national standing (the "Allocation Arbiter") selected by the Buyer and the Sellers, which firm will not be the regular accounting firm of the Buyer, either Seller or the Shareholder. Promptly, but not later than ten (10) days after its acceptance of its appointment, the Allocation Arbiter will determine (based solely on presentations by the Buyer and the Sellers and not by independent review) only those matters in dispute and will render a written report as to the disputed matters and the resulting allocation of the Purchase Price (the “Purchase Price Allocation”). If Seller provides no comments with respect to the Purchase Price Allocation by written notice to Purchaser within thirty (30) days after receipt by Seller of the Purchase Price Allocation, then the Purchase Price Allocation shall be deemed final, binding and conclusive for all purposes of this Agreement and with respect to any Tax filings made in connection with the actions and transactions contemplated by this Agreement. If Seller provides any comments with respect to the Purchase Price Allocation by written notice to Purchaser within thirty (30) days after receipt by Seller of the Purchase Price Allocation, and sets forth in such written notice the disputed item or items and the basis for its objection in reasonable detail, then Seller and Purchaser shall negotiate in good faith to resolve any such dispute for a period of fifteen (15) days thereafter. If, within fifteen (15) days of Purchaser’s receipt of a valid written notice of objection to the Purchase Price Allocation, Purchaser and Seller have not reached an agreement regarding the disputed item or items specified in such written notice, Purchaser and Seller shall submit (at the expiration of such fifteen (15) day period) all disputed items for resolution to an independent accountant. The independent accountant shall deliver to Purchaser and Seller a written determination of any disputed item within twenty (20) days of submission of the dispute to the independent accountantPrice, which determination shall report will be final, conclusive and binding and conclusive on upon the parties heretoparties. The fees and expenses of the independent accountant will Allocation Arbiter shall be shared paid equally by Seller the Buyer, on the one hand, and Purchaser. (2) Seller the Sellers and Purchaser shall report all Taxes the Shareholder on the other. The Buyer and the Sellers will, subject to the requirements of any applicable tax law or election, file all Tax Returns (including amended Tax Returns and claims for refund) reports consistent with the Purchase Price Allocation (as appropriately adjusted), and shall take no position inconsistent therewith (including in any audits or examinations by any Tax Authority), unless, and then only to the extent, required by a Final Determination. Seller and Purchaser (or any of their respective Affiliates) shall exchange completed and executed forms required by applicable law with respect to the allocation (including IRS Form 8594) at least thirty (30) days prior to the due date for filing such forms and shall cooperate provided in the filing determination of any such forms, including any amendments to such forms required as a result of any adjustment to the Purchase Price pursuant to this AgreementAllocation Arbiter.

Price Allocation. Within one hundred and twenty (1) No later than ninety (90120) days after following the date hereofClosing Date, Purchaser the Buyers shall provide Seller with prepare and deliver to the Sellers a schedule allocating (i) the U.S. Purchase Price (plus the any U.S. Assumed Liabilities and any other Liabilities deemed assumed by Purchaser that are treated as consideration for United States federal income the U.S. Media Assets for Tax purposes) among the Purchased U.S. Media Assets in accordance with Section 1060 of and (ii) the Code, the Treasury Regulations promulgated thereunder, and any other applicable Tax laws that the Parties must satisfy with respect to an allocation of the European Purchase Price (plus any European Assumed Liabilities that are treated as consideration for the European Media Assets) among the European Media Assets for Tax purposes (collectively, the “Purchase Price Allocation”). If Seller provides no comments with respect to the Purchase Price Allocation by written notice to Purchaser within Within thirty (30) days after receipt by Seller of delivery of the Purchase Price Allocation, then the Purchase Price Allocation Sellers shall be deemed final, binding notify the Buyers of any proposed changes. The parties shall consult with each other and conclusive for all purposes of this Agreement and with respect to any Tax filings made in connection with the actions and transactions contemplated by this Agreement. If Seller provides any comments with respect to the Purchase Price Allocation by written notice to Purchaser within thirty (30) days after receipt by Seller of the Purchase Price Allocation, and sets forth in such written notice the disputed item or items and the basis for its objection in reasonable detail, then Seller and Purchaser shall negotiate attempt in good faith to resolve any such dispute for issues arising as a period result of fifteen (15) days thereafterthe Price Allocation. If, within fifteen (15) days of Purchaser’s receipt of a valid written notice of objection to If the Purchase parties cannot agree on the Price Allocation, Purchaser and Seller have not reached an agreement regarding the disputed item or items specified in such written notice, Purchaser and Seller dispute shall submit (at the expiration of such fifteen (15) day period) all disputed items for resolution to be resolved by an independent accountantnationally recognized accounting firm acceptable to the Buyers and the Sellers. The independent accountant shall deliver to Purchaser and Seller a written determination of any disputed item within twenty (20) days of submission of the dispute to the independent accountant, which determination shall be final, binding and conclusive on the parties hereto. The fees and expenses of the independent accountant will be shared equally by Seller and Purchaser. (2) Seller and Purchaser shall report all Taxes and file all Tax Returns (including amended Tax Returns and claims for refund) consistent with the Purchase Price Allocation (as appropriately adjusted), and shall take no position inconsistent therewith (including in any audits or examinations by any Tax Authority), unless, and then only to the extent, required by a Final Determination. Seller and Purchaser (or any of their respective Affiliates) shall exchange completed and executed forms required by applicable law with respect to the allocation (including U.S. Media Assets shall be prepared in a manner consistent with Section 1060 of the Code and the Treasury regulations promulgated thereunder. Each party agrees to timely file an IRS Form 8594) at least thirty (30) days prior 8594 reflecting the Price Allocation with respect to the due date U.S. Media Assets for the taxable year that includes the Closing Date and to make any timely filing required by applicable state or local laws. To the extent the Purchase Price is adjusted after the Closing Date, the parties agree to revise IRS Form 8594 as appropriate. The Price Allocation made pursuant to this Section 6.1 shall be binding on the Buyers and the Sellers for all Tax reporting purposes. Neither the Buyers nor the Sellers shall take any position inconsistent with the Price Allocation in connection with any Tax proceeding, except that the Buyers’ cost for the Transferred Assets may differ from the amount so allocated to the extent necessary to reflect its capitalized acquisition costs not included in the amount realized by Transferred Assets. If any taxing authority disputes the Price Allocation, the party receiving notice of the dispute shall promptly notify the other party hereto of such forms dispute and the parties hereto shall cooperate in the filing of any such forms, including any amendments good faith in responding to such forms required as a result dispute in order to preserve the effectiveness of any adjustment to the Purchase Price pursuant to this AgreementAllocation.