Common use of Purchase Price Allocations Clause in Contracts

Purchase Price Allocations. Seller and Buyer mutually agree to allocate the Purchase Price among the Assets as set forth in EXHIBIT B attached hereto. Seller and Buyer agree that said allocation as set forth in EXHIBIT B is the proper allocation of the Purchase Price in accordance with the fair market value of the Assets, and that said allocation of the Purchase Price of the Assets as set forth in EXHIBIT B shall apply for purposes of Sections 755 and 1060 of the Internal Revenue Code of 1986 (as amended and together with any regulations promulgated thereunder, the "Code"). Seller and Buyer agree (and each agrees to cause its affiliates) to report the federal, state and local income and other tax consequences of the transactions contemplated herein, and in particular to report the information required under Section 1060(b) of the Code (and any regulations promulgated thereunder), in a manner consistent with such allocation. Seller and Buyer further agree (and each agrees to cause its affiliates) to not take any tax position inconsistent with such allocation in connection with the examination of any of their tax returns, refund claims or litigation, investigations or other proceedings involving any of their tax returns. Seller and Buyer each further agree that they will not take any position inconsistent with this allocation in preparing financial statements, tax returns, reports to shareholders or government authorities or otherwise. Buyer and Seller each agree to furnish the other a copy of IRS Form 8594 (Asset Acquisition Statement under Section 1060 of the Code) as filed with the Internal Revenue Service by such party or any affiliate thereof, pursuant to Sections 755 and 1060 of the Code, as a result of the consummation of the transactions contemplated hereby, within thirty (30) days of the filing of such form with the Internal Revenue Service.

Purchase Price Allocations. Within ninety (90) days following the determination of the Final Adjustment Amount pursuant to Section 2.3(i), Buyer shall deliver to Seller and Buyer mutually agree to allocate the Purchase Price among the Assets as set forth in EXHIBIT B attached hereto. Seller and Buyer agree that said allocation as set forth in EXHIBIT B is the proper a draft allocation of the Purchase Price (and all other consideration payable pursuant to this Agreement, as determined for U.S. federal income tax purposes) among the assets of the Acquired Companies in accordance with the fair market value of the Assets, and that said allocation of the Purchase Price of the Assets as set forth in EXHIBIT B shall apply for purposes of Sections 755 and 1060 of the Internal Revenue Code of 1986 (as amended and together with any regulations promulgated thereunder, the "Code"). Seller and Buyer agree (and each agrees to cause its affiliates) to report the federal, state and local income and other tax consequences of the transactions contemplated herein, and in particular to report the information required under Section 1060(b) of the Code (and any regulations promulgated thereunder), in a manner consistent with such allocation. Seller and Buyer further agree (and each agrees to cause its affiliates) to not take any tax position inconsistent with such allocation in connection with the examination of any of their tax returns, refund claims or litigation, investigations or other proceedings involving any of their tax returns. Seller and Buyer each further agree that they will not take any position inconsistent with this allocation in preparing financial statements, tax returns, reports to shareholders or government authorities or otherwise. Buyer and Seller each agree to furnish the other a copy of IRS Form 8594 (Asset Acquisition Statement under Section 1060 of the Code) as filed with Code and the Internal Revenue Service by such party or any affiliate thereof, pursuant Treasury regulations promulgated thereunder (the “Draft Allocation”). If Seller does not object to Sections 755 and 1060 of the Code, as a result of the consummation of the transactions contemplated hereby, Draft Allocation within thirty (30) days of receipt thereof, then the filing Draft Allocation shall become final and binding on the parties. Seller shall make any objection to the Draft Allocation in writing to Buyer and shall set forth the basis for such objection. If Seller timely objects to the Draft Allocation, then Buyer and Seller agree to negotiate in good faith to resolve any disputes over the Draft Allocation and to attempt to resolve any differences between the parties. Seller and Buyer and their Affiliates shall report, act and file Tax Returns (including, but not limited to IRS Form 8594) in all respects and for all purposes consistent with the allocation as agreed to (the “Final Allocation”) and shall not take any position (whether in audits or otherwise) that is inconsistent with the Final Allocation; provided, however, that if Buyer and Seller fail to agree on a Final Allocation, the disputed items shall be referred to the Independent Accountant for resolution in accordance with the procedures set forth in Section 2.3(f) and the fees and expenses of such form Independent Accountant shall be borne by the parties in accordance with the Internal Revenue Serviceprovisions of Section 2.3(f). Any payments to be made pursuant to Section 2.3(i) and any amounts paid by an Indemnifying Party under Article 10 and Section 11.1 shall be treated as an adjustment to the Purchase Price (including by Buyer and Seller on their respective Tax Returns) for Tax purposes and allocated as provided by Treasury Regulation § 1.1060-1(c). The parties will cooperate in good faith to promptly update the Final Allocation for any adjustments to the Purchase Price and will prepare and file amended Tax Returns to reflect such updated allocation, and not take any position (whether in audits or otherwise) that is inconsistent with such updated allocation.

Purchase Price Allocations. Seller and Buyer mutually agree to allocate the Purchase Price among the Assets as set forth in EXHIBIT B Exhibit "B" attached hereto. Seller and Buyer agree that said allocation as set forth in EXHIBIT B Exhibit "B" is the proper allocation of the Purchase Price in accordance with the fair market value of the Assets, and that said allocation of the Purchase Price of the Assets as set forth in EXHIBIT B Exhibit "B" shall apply for purposes of Sections 755 and 1060 of the Internal Revenue Code of 1986 (as amended and together with any regulations promulgated thereunder, the "Code"). Seller and Buyer Xxxxx agree (and each agrees to cause its affiliates) to report the federal, state and local income and other tax consequences of the transactions contemplated herein, and in particular to report the information required under Section 1060(b) of the Code (and any regulations promulgated thereunder), in a manner consistent with such allocation. Seller and Buyer Xxxxx further agree (and each agrees to cause its affiliates) to not take any tax position inconsistent with such allocation in connection with the examination of any of their tax returns, refund claims or litigation, investigations or other proceedings involving any of their tax returns. Seller and Buyer Xxxxx each further agree that they will not take any position inconsistent with this allocation in preparing financial statements, tax returns, reports to shareholders or government authorities or otherwise. Buyer and Seller each agree to furnish the other a copy of IRS Form 8594 (Asset Acquisition Statement under Section 1060 of the Code) as filed with the Internal Revenue Service by such party or any affiliate thereof, pursuant to Sections 755 and 1060 of the Code, as a result of the consummation of the transactions contemplated hereby, within thirty (30) days of the filing of such form with the Internal Revenue Service.

Purchase Price Allocations. Seller and Buyer mutually agree to allocate the Purchase Price among the Assets as set forth in EXHIBIT B Exhibit "B" attached hereto. Seller and Buyer agree that said allocation as set forth in EXHIBIT B Exhibit "B" is the proper allocation of the Purchase Price in accordance with the fair market value of the Assets, and that said allocation of the Purchase Price of the Assets as set forth in EXHIBIT B Exhibit "B" shall apply for purposes of Sections 755 and 1060 of the Internal Revenue Code of 1986 (as amended and together with any regulations promulgated thereunder, the "Code"). Seller and Buyer agree (and each agrees to cause its affiliates) to report the federal, state and local income and other tax consequences of the transactions contemplated herein, and in particular to report the information required under Section 1060(b) of the Code (and any regulations promulgated thereunder), in a manner consistent with such allocation. Seller and Buyer further agree (and each agrees to cause its affiliates) to not take any tax position inconsistent with such allocation in connection with the examination of any of their tax returns, refund claims or litigation, investigations or other proceedings involving any of their tax returns. Seller and Buyer each further agree that they will not take any position inconsistent with this allocation in preparing financial statements, tax returns, reports to shareholders or government authorities or otherwise. Buyer and Seller each agree to furnish the other a copy of IRS Form 8594 (Asset Acquisition Statement under Section 1060 of the Code) as filed with the Internal Revenue Service by such party or any affiliate thereof, pursuant to Sections 755 and 1060 of the Code, as a result of the consummation of the transactions contemplated hereby, within thirty (30) days of the filing of such form with the Internal Revenue Service.

Purchase Price Allocations. Seller and Buyer mutually agree (a) In the event the Sellers are entitled to allocate receive any additional amounts under this Agreement after the Purchase Price among the Assets as set forth in EXHIBIT B attached hereto. Seller and Buyer agree that said allocation as set forth in EXHIBIT B is the proper allocation of the Purchase Price in accordance with the fair market value of the AssetsClosing Date, and that said allocation of the Purchase Price of the Assets as set forth in EXHIBIT B shall apply for purposes of Sections 755 and 1060 of the Internal Revenue Code of 1986 (as amended and together with any regulations promulgated thereunderincluding pursuant to Section 3.03(c), the "Code"). portion of any such amount payable to each Seller and Buyer agree (and each agrees to cause its affiliates) to report the federal, state and local income and other tax consequences of the transactions contemplated herein, and in particular to report the information required under Section 1060(b) of the Code (and any regulations promulgated thereunder), shall be calculated by Sellers’ Representative in a manner consistent with each Seller’s Seller Allocation Percentage. For the avoidance of doubt the Sellers’ Representative shall at all times be responsible for the delivery to Buyer of the correct amounts payable consistent with such allocation. Seller Allocation Percentages with respect to any payment required to be made to the Sellers hereunder and Buyer further agree shall be entitled to conclusively rely on any such payment determinations specified by the Sellers’ Representative. (b) For Tax purposes, the Purchase Price and liabilities to which the assets of the Companies (and the Company Subsidiaries, as applicable) are subject on the Closing Date shall be allocated first among (x) the Equity Interests of Vionic Group, (y) the Equity Interests of Vionic International and (z) the VCG Intellectual Property in a manner consistent with the allocation contained in Schedule 2.07(b)(i), and second, with respect to the Companies, among each agrees Company’s assets (and the assets of the Company Subsidiaries, as applicable) in accordance with the principles set forth on Schedule 2.07(b)(ii). For the avoidance of doubt, for such purpose, the amount of the Purchase Price allocated to cause its affiliatesthe Lease with respect to Vionic Group’s showroom located at 0000 Xxxxxx xx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx shall be $0.00, and the Parties acknowledge and agree that the rent provisions of such Lease are market. The Buyer and the Sellers shall (i) to not take any tax position inconsistent reflect each Company’s and the Asset Seller’s assets and liabilities for federal, state, local and foreign Tax reporting purposes in accordance with such allocation in connection with the examination of any of their tax returnsallocations, refund claims or litigation, investigations or other proceedings involving any of their tax returns. Seller and Buyer each further agree that they will not take any position inconsistent with this allocation in preparing financial statements, tax returns, reports to shareholders or government authorities or otherwise. Buyer and Seller each agree to furnish the other a copy of IRS Form 8594 (Asset Acquisition Statement ii) file all forms required under Section 1060 of the Code) as filed with the Internal Revenue Service by such party or any affiliate thereof, pursuant to Sections 755 751 and 1060 of the Code (including, but not limited to, Form 8594) and all other Tax Returns in accordance with and based upon such allocations, and (iii) unless required to do so in accordance with a “determination” as defined in Section 1313(a)(1) of the Code, as a result of the consummation of the transactions contemplated hereby, within thirty (30) days of the filing of take no position on any Tax Return or in any Tax audit or other Tax Proceeding which is inconsistent with such form with the Internal Revenue Serviceallocations.

Purchase Price Allocations. Seller (a) On or before the Closing Date, Sellers and Buyer mutually agree to allocate the Purchase Price among the Vessels and Other Assets as set forth in EXHIBIT B C attached hereto. Seller Sellers and Buyer agree that said allocation as set forth in EXHIBIT B C is the proper allocation of the Purchase Price in accordance with the fair market value of the Assets, Vessels and Other Assets and that said allocation of the Purchase Price of the Vessels and Other Assets as set forth in EXHIBIT B C shall apply for purposes of Sections 755 and Section 1060 of the Internal Revenue Code of 1986 (as amended and together with any regulations promulgated thereunder, the "Code"). Seller Sellers and Buyer agree (and each agrees to cause its affiliates) to report the federal, state and local income and other tax consequences of the transactions contemplated herein, and in particular to report the information required under Section 1060(b) of the Code (and any regulations promulgated thereunder), in a manner consistent with such allocation. Seller . (b) Sellers and Buyer further agree (and each agrees to cause its affiliates) to not take any tax position inconsistent with such allocation in connection with the examination of any of their tax returns, refund claims or litigation, investigations or other proceedings involving any of their tax returns. Seller Sellers and Buyer each further agree that they will not take any position inconsistent with this allocation in preparing financial statements, tax returns, reports to shareholders or government authorities or otherwise. . (c) Sellers and Buyer and Seller each agree to furnish the other a copy of IRS Form 8594 (Asset Acquisition Statement under Section 1060 of the Code) as filed with the Internal Revenue Service by such party or any affiliate thereof, pursuant to Sections 755 and Section 1060 of the Code, as a result of the consummation of the transactions contemplated hereby, within thirty (30) days of the filing of such form with the Internal Revenue Service.

Purchase Price Allocations. (a) The aggregate purchase price for the Shares, the Israel Notes and the Assigned Intangible Property is $32,000,000 (the "Purchase Price"). The Purchase Price shall be paid by Buyer to ISP Hungary and ISP Investments at the Closing by wire transfer of immediately available funds to such account(s) as shall have been designated by the Seller Parties. The Seller Parties and Buyer mutually agree to allocate hereby acknowledge and accept the allocation of the Purchase Price among the Assets Seller Parties as set forth in on EXHIBIT B attached D hereto. . (b) The Seller and Parties hereby acknowledge that Buyer agree that said allocation as set forth in EXHIBIT B is intends to treat the proper allocation acquisition of the Purchase Price in accordance with the fair market value Shares as a "qualified stock purchase" under Section 338 of the Assets, Code and that said allocation of the Purchase Price of the Assets as set forth in EXHIBIT B shall apply for purposes of Sections 755 and 1060 of the Internal Revenue Code of 1986 (as amended and together with any regulations promulgated thereunder, the "Code"). Seller and Buyer agree (and each agrees to cause its affiliates) to report the federal, state and local income and other tax consequences of the transactions contemplated herein, and in particular to report the information required make a timely election under Section 1060(b338(g) of the Code (and any regulations promulgated thereunder)with respect thereto. The Seller Parties agree that Buyer, in a manner consistent with its sole and absolute discretion, shall be entitled to make such allocationelection. The Seller and Buyer further agree (and each agrees to cause its affiliates) to not take any tax position inconsistent with such allocation in connection with the examination of any of their tax returns, refund claims or litigation, investigations or other proceedings involving any of their tax returns. Seller and Buyer each Parties further agree that they will not take any position inconsistent reasonably cooperate with this allocation Buyer in preparing financial statementsthe making of an election under Section 338(g) of the Code, tax returnsand will furnish Buyer (at Buyer's cost) with such reasonable assistance as Buyer shall reasonably request, reports in order to shareholders or government authorities or otherwise. enable Buyer to make such election on a timely basis. (c) Buyer and the Seller each agree to furnish Parties shall allocate the other a copy of IRS Form 8594 (Asset Acquisition Statement under Purchase Price as set forth on EXHIBIT D hereto and in accordance with Section 1060 of the Code) as filed with Code and the Internal Revenue Service by such party or any affiliate thereof, pursuant to Sections 755 applicable rules and 1060 of regulations thereunder. Buyer and the Code, as a result of the consummation of Seller Parties shall report the transactions contemplated herebyhereby for all purposes (including, within thirty (30) days of without limitation, the filing of such form with the Internal Revenue ServiceForm 8594) in accordance with such allocation. In any proceeding related to the determination of any Taxes, neither Buyer nor any of the Seller Parties shall contend or represent that such allocation is not a correct allocation.