Common use of Tax Allocation of Consideration Clause in Contracts

Tax Allocation of Consideration. No later than ninety (90) days after the Closing Date, Buyer shall prepare, and deliver to Seller the proposed allocation of the Consideration paid by Buyer (and/or its Affiliate(s) designated pursuant to Section 2.1) to Seller pursuant to this Agreement among the Purchased Assets for purposes of Section 1060 of the Code. The proposed allocation shall be based on an appraisal of the fair market value of the Purchased Assets by an appraiser mutually agreed upon and selected by the parties hereto. The proposed allocation shall be conclusive and shall be binding upon both Seller and Buyer unless Seller objects in writing within forty-five (45) days after receipt of such proposed allocation. In the event that Seller objects in writing within forty-five (45) days, Seller and Buyer shall negotiate in good faith to resolve the dispute. If Seller and Buyer fail to resolve the dispute within forty-five (45) days following Seller’s written objection, such dispute shall be submitted for resolution to the Independent Auditor selected in accordance with Section 3.5(f). Promptly, but not later than thirty (30) days after its acceptance of appointment hereunder, the Independent Auditor shall determine (based solely on applicable Law and the prior appraisal and proposed allocation and not by an additional appraisal) the fair market value of the Purchased Assets solely for purposes of such allocation under this Section 3.6. If such determination is made by the Independent Auditor, it shall be binding upon both Seller and Buyer and may be entered and enforced in any court having jurisdiction. Each of Buyer and Seller shall bear and pay one-half of the fees and other costs charged by the Independent Auditor. Each of Seller and Buyer agrees to file Internal Revenue Service Form 8594 and all federal, state, local and foreign Tax Returns in accordance with such agreed allocation (giving effect, consistent with such allocation, to mutually-agreed upon adjustments as a result of adjustments to the Purchase Price pursuant to this Agreement). Each of Seller and Buyer shall report the transactions contemplated by this Agreement and the Ancillary Agreements for federal income Tax and all other Tax purposes in a manner consistent with the allocation determined pursuant to this Section 3.6, and, except as otherwise required by Law, neither party nor their respective Affiliates shall take a Tax position that is inconsistent with the allocation. Each of Seller and Buyer agrees to provide the other promptly with any other information reasonably required to complete such Form 8594 and any amended Form 8594, if applicable. Each of Seller and Buyer shall notify and provide the other with reasonable assistance in the event of an examination, audit or other proceeding regarding the agreed upon allocation of the Purchase Price.

Tax Allocation of Consideration. No later than ninety The Parties agree that the Consideration, and any other amount treated as consideration for U.S. federal income Tax purposes, that is apportioned between the Acquired Assets pursuant to Section 1.8 will be allocated among the Acquired Assets in accordance with Section 1060 of the Code and the Regulations promulgated thereunder (90the “Proposed Allocation”). The Proposed Allocation will be prepared in accordance with the methodology set forth on Exhibit B hereto. The Proposed Allocation will be delivered by Buyer to Seller within sixty (60) days after the Closing Date, . Buyer shall prepare, and deliver to Seller the proposed allocation of the Consideration paid by Buyer (and/or its Affiliate(s) designated pursuant to Section 2.1) to Seller pursuant to this Agreement among the Purchased Assets for purposes of Section 1060 of the Code. The proposed allocation shall be based on an appraisal of the fair market value of the Purchased Assets by an appraiser mutually agreed upon and selected by the parties hereto. The proposed allocation shall be conclusive and shall be binding upon both Seller and Buyer unless Seller objects in writing within forty-five (45) days after receipt of such proposed allocation. In the event that Seller objects in writing within forty-five (45) days, Seller and Buyer shall negotiate will work in good faith to resolve any disputes relating to the disputeProposed Allocation within ten (10) days after the delivery of the Proposed Allocation to Seller. If Buyer and Seller do not reach an agreement within such period, the dispute will be submitted to an independent public accounting firm which is mutually agreeable to Buyer and Seller (the “Independent Accountants”) for resolution applying the principles, policies and practices referred to in this Section 8.2. If issues are submitted to the Independent Accountants for resolution, (i) Seller and Buyer fail shall furnish or cause to resolve the dispute within forty-five (45) days following Seller’s written objection, such dispute shall be submitted for resolution furnished to the Independent Auditor selected Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that Party and its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; and (ii) the determination by the Independent Accountants, as set forth in accordance with Section 3.5(f). Promptly, but not later than a notice to be delivered to Seller and Buyer within thirty (30) days after its acceptance of appointment hereunder, the submission to the Independent Auditor Accountants of the issues remaining in dispute, shall determine be final, binding and conclusive on the Parties. The fees and costs of (based solely on applicable Law and the prior appraisal and proposed allocation and not by an additional appraisalA) the fair market value of the Purchased Assets solely Independent Accountants for purposes of such allocation under this Section 3.6. If such determination is made and (B) any enforcement of its determination, shall be borne by Seller on one hand and Buyer on the other hand in inverse proportion as they may prevail on the matters resolved by the Independent AuditorAccountants, it which proportionate allocation shall be binding upon both Seller calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Independent Accountants at the time of their resolution of the matters in dispute. The Proposed Allocation, as accepted or as finally agreed or determined, will be the “Final Allocation” and Buyer and may be entered Seller will prepare and enforced in any court having jurisdiction. Each of Buyer file all statements, forms, and Seller shall bear and pay one-half of the fees and other costs charged by the Independent Auditor. Each of Seller and Buyer agrees to file Internal Revenue Service Form 8594 and all federal, state, local and foreign Tax Returns in accordance with such agreed allocation (giving effect, consistent with such allocation, to mutually-agreed upon adjustments as a result of adjustments to the Purchase Price pursuant to this Agreement). Each of Seller and Buyer shall report the transactions contemplated by this Agreement and the Ancillary Agreements for federal income Tax and all other Tax purposes in a manner consistent with the allocation determined pursuant to this Section 3.6Final Allocation, and, except as otherwise required by Law, and neither party Buyer nor their respective Affiliates shall Seller will take a Tax position that is inconsistent with the allocation. Each Final Allocation before any Governmental Body or in any proceeding relating to Taxes except as otherwise required by a final determination within the meaning of Seller and Buyer agrees to provide the other promptly with any other information reasonably required to complete such Form 8594 and any amended Form 8594, if applicable. Each of Seller and Buyer shall notify and provide the other with reasonable assistance in the event of an examination, audit or other proceeding regarding the agreed upon allocation Section 1313(a) of the Purchase PriceCode (or equivalent provision of state, local, or foreign Law).

Tax Allocation of Consideration. No later than ninety The Parties shall cooperate in the preparation of IRS Form 8594 to report the allocation of the consideration (90as determined for U.S. federal income tax purposes) among the Purchased Assets. Purchaser shall prepare and deliver to Seller a draft Form 8594 within thirty (30) days after the Closing Date, Buyer shall prepare, and deliver to Seller the proposed allocation of the Consideration paid by Buyer (and/or its Affiliate(s) designated pursuant to Section 2.1) to Seller pursuant to this Agreement among the Purchased Assets for purposes of Section 1060 of the Code. The proposed allocation shall be based on an appraisal of the fair market value of the Purchased Assets by an appraiser mutually agreed upon and selected by the parties hereto. The proposed allocation shall be conclusive and shall be binding upon both Seller and Buyer unless Seller objects in writing within forty-five (45) days after receipt of such proposed allocation. In the event that Seller objects in writing within forty-five (45) days, Seller and Buyer shall negotiate in good faith to resolve the dispute. If Seller disputes any items in Purchaser's draft Form 8594, Seller shall deliver to Purchaser Seller's written exceptions and Buyer fail proposed changes (such exceptions and changes being referred to resolve as "Disputed Items") to Purchaser's draft Form 8594 as soon as reasonably practicable after its 4 NTD: Changed the dispute within forty-five undefined term “Purchase Price” to “consideration”. receipt of Purchaser's draft Form 8594 and not more than twenty (45) days following Seller’s written objection, such dispute shall be submitted for resolution to the Independent Auditor selected in accordance with Section 3.5(f). Promptly, but not later than thirty (3020) days after its acceptance receipt thereof (such twenty-day period being referred to as the "Comment Period"). The Parties shall use commercially reasonable efforts to reach an agreement on any and all Disputed Items within the period ending on the later of appointment hereunder(a) the expiration of the Comment Period and (b) twenty (20) days after Purchaser's receipt of Seller's Disputed Items, provided that, if Purchaser and Seller are not able to reach agreement on some or all Disputed Items, each Party may file such Tax Returns, which shall include such information, as shall be determined by such Party. If Seller does not deliver to Purchaser any Disputed Items within the Comment Period, or if the Parties are able to agree on all Disputed Items, the Independent Auditor Parties sha11 prepare and file the agreed Form 8594, and neither Party shall determine (based solely on applicable Law and the prior appraisal and proposed allocation and not by an additional appraisal) the fair market value of the Purchased Assets solely for purposes of such allocation under this Section 3.6. If such determination is made by the Independent Auditor, it shall be binding upon both Seller and Buyer and may be entered and enforced in take any court having jurisdiction. Each of Buyer and Seller shall bear and pay one-half of the fees and other costs charged by the Independent Auditor. Each of Seller and Buyer agrees to file Internal Revenue Service Form 8594 and all federal, state, local and foreign Tax Returns in accordance with such agreed allocation (giving effect, consistent with such allocation, to mutually-agreed upon adjustments as a result of adjustments to the Purchase Price pursuant to this Agreement). Each of Seller and Buyer shall report the transactions contemplated by this Agreement and the Ancillary Agreements for federal income Tax and all other Tax purposes in a manner consistent with the allocation determined pursuant to this Section 3.6, and, except as otherwise required by Law, neither party nor their respective Affiliates shall take a Tax reporting position that is inconsistent with the allocation. Each therewith. (i) Subsection (b) of Seller and Buyer agrees Section 11.01, “Termination,” is amended to provide the other promptly with any other information reasonably required to complete such Form 8594 and any amended Form 8594, if applicable. Each of Seller and Buyer shall notify and provide the other with reasonable assistance read in the event of an examination, audit or other proceeding regarding the agreed upon allocation of the Purchase Price.its entirety as follows:

Tax Allocation of Consideration. No later than ninety The Parties agree that the Consideration, and any other amount treated as consideration for U.S. federal income Tax purposes, that is apportioned between the Acquired Assets and the Units pursuant to Section 1.8 will be allocated among the Acquired Assets and the assets of SamCo in accordance with Section 1060 of the Code and the Regulations promulgated thereunder (90the “Proposed Allocation”). The Proposed Allocation will be prepared in accordance with the methodology set forth on Exhibit D hereto. The Proposed Allocation will be delivered by Buyer to Sellers within sixty (60) days after the Closing Date, . Buyer shall prepare, and deliver to Seller the proposed allocation of the Consideration paid by Buyer (and/or its Affiliate(s) designated pursuant to Section 2.1) to Seller pursuant to this Agreement among the Purchased Assets for purposes of Section 1060 of the Code. The proposed allocation shall be based on an appraisal of the fair market value of the Purchased Assets by an appraiser mutually agreed upon and selected by the parties hereto. The proposed allocation shall be conclusive and shall be binding upon both Seller and Buyer unless Seller objects in writing within forty-five (45) days after receipt of such proposed allocation. In the event that Seller objects in writing within forty-five (45) days, Seller and Buyer shall negotiate Sellers will work in good faith to resolve any disputes relating to the disputeProposed Allocation within ten (10) days after the delivery of the Proposed Allocation to Sellers. If Seller Buyer and Buyer fail to resolve Sellers do not reach an agreement within such period, the dispute within forty-five (45) days following Seller’s written objection, such dispute shall will be submitted to an independent public accounting firm which is mutually agreeable to Buyer and Sellers (the “Independent Accountants”) for resolution applying the principles, policies and practices referred to in this Section 8.2. If issues are submitted to the Independent Auditor selected Accountants for resolution, (i) Sellers and Buyer shall furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that Party and its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; and (ii) the determination by the Independent Accountants, as set forth in accordance with Section 3.5(f). Promptly, but not later than a notice to be delivered to Sellers and Buyer within thirty (30) days after its acceptance of appointment hereunder, the submission to the Independent Auditor Accountants of the issues remaining in dispute, shall determine be final, binding and conclusive on the Parties. The fees and costs of (based solely on applicable Law and the prior appraisal and proposed allocation and not by an additional appraisalA) the fair market value of the Purchased Assets solely Independent Accountants for purposes of such allocation under this Section 3.6. If such determination is made and (B) any enforcement of its determination, shall be borne by Sellers on one hand and Buyer on the other hand in inverse proportion as they may prevail on the matters resolved by the Independent AuditorAccountants, it which proportionate allocation shall be binding upon both Seller calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Independent Accountants at the time of their resolution of the matters in dispute. The Proposed Allocation, as accepted or as finally agreed or determined, will be the “Final Allocation” and Buyer and may be entered Sellers will prepare and enforced in any court having jurisdiction. Each of Buyer file all statements, forms, and Seller shall bear and pay one-half of the fees and other costs charged by the Independent Auditor. Each of Seller and Buyer agrees to file Internal Revenue Service Form 8594 and all federal, state, local and foreign Tax Returns in accordance with such agreed allocation (giving effect, consistent with such allocation, to mutually-agreed upon adjustments as a result of adjustments to the Purchase Price pursuant to this Agreement). Each of Seller and Buyer shall report the transactions contemplated by this Agreement and the Ancillary Agreements for federal income Tax and all other Tax purposes in a manner consistent with the allocation determined pursuant to this Section 3.6Final Allocation, and, except as otherwise required by Law, and neither party Buyer nor their respective Affiliates shall Sellers will take a Tax position that is inconsistent with the allocation. Each Final Allocation before any Governmental Body or in any proceeding relating to Taxes except as otherwise required by a final determination within the meaning of Seller and Buyer agrees to provide the other promptly with any other information reasonably required to complete such Form 8594 and any amended Form 8594, if applicable. Each of Seller and Buyer shall notify and provide the other with reasonable assistance in the event of an examination, audit or other proceeding regarding the agreed upon allocation Section 1313(a) of the Purchase PriceCode (or equivalent provision of state, local, or foreign Law).

Tax Allocation of Consideration. No later than ninety The Parties agree that the Consideration, and any other amount treated as consideration for U.S. federal income Tax purposes, that is apportioned between the Acquired Assets and the Units pursuant to Section 1.8 will be allocated among the Acquired Assets and the assets of SamCo in accordance with Section 1060 of the Code and the Regulations promulgated thereunder (90the “Proposed Allocation”). The Proposed Allocation will be prepared in accordance with the methodology set forth on Exhibit E hereto. The Proposed Allocation will be delivered by Buyer to Sellers within sixty (60) days after the Closing Date, . Buyer shall prepare, and deliver to Seller the proposed allocation of the Consideration paid by Buyer (and/or its Affiliate(s) designated pursuant to Section 2.1) to Seller pursuant to this Agreement among the Purchased Assets for purposes of Section 1060 of the Code. The proposed allocation shall be based on an appraisal of the fair market value of the Purchased Assets by an appraiser mutually agreed upon and selected by the parties hereto. The proposed allocation shall be conclusive and shall be binding upon both Seller and Buyer unless Seller objects in writing within forty-five (45) days after receipt of such proposed allocation. In the event that Seller objects in writing within forty-five (45) days, Seller and Buyer shall negotiate Sellers will work in good faith to resolve any disputes relating to the disputeProposed Allocation within ten (10) days after the delivery of the Proposed Allocation to Sellers. If Seller Buyer and Buyer fail to resolve Sellers do not reach an agreement within such period, the dispute within forty-five (45) days following Seller’s written objection, such dispute shall will be submitted to an independent public accounting firm which is mutually agreeable to Buyer and Sellers (the “Independent Accountants”) for resolution applying the principles, policies and practices referred to in this Section 8.2. If issues are submitted to the Independent Auditor selected Accountants for resolution, (i) Sellers and Buyer shall furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that Party and its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; and (ii) the determination by the Independent Accountants, as set forth in accordance with Section 3.5(f). Promptly, but not later than a notice to be delivered to Sellers and Buyer within thirty (30) days after its acceptance of appointment hereunder, the submission to the Independent Auditor Accountants of the issues remaining in dispute, shall determine be final, binding and conclusive on the Parties. The fees and costs of (based solely on applicable Law and the prior appraisal and proposed allocation and not by an additional appraisalA) the fair market value of the Purchased Assets solely Independent Accountants for purposes of such allocation under this Section 3.6. If such determination is made and (B) any enforcement of its determination, shall be borne by Sellers on one hand and Buyer on the other hand in inverse proportion as they may prevail on the matters resolved by the Independent AuditorAccountants, it which proportionate allocation shall be binding upon both Seller calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Independent Accountants at the time of their resolution of the matters in dispute. The Proposed Allocation, as accepted or as finally agreed or determined, will be the “Final Allocation” and Buyer and may be entered Sellers will prepare and enforced in any court having jurisdiction. Each of Buyer file all statements, forms, and Seller shall bear and pay one-half of the fees and other costs charged by the Independent Auditor. Each of Seller and Buyer agrees to file Internal Revenue Service Form 8594 and all federal, state, local and foreign Tax Returns in accordance with such agreed allocation (giving effect, consistent with such allocation, to mutually-agreed upon adjustments as a result of adjustments to the Purchase Price pursuant to this Agreement). Each of Seller and Buyer shall report the transactions contemplated by this Agreement and the Ancillary Agreements for federal income Tax and all other Tax purposes in a manner consistent with the allocation determined pursuant to this Section 3.6Final Allocation, and, except as otherwise required by Law, and neither party Buyer nor their respective Affiliates shall Sellers will take a Tax position that is inconsistent with the allocation. Each Final Allocation before any Governmental Body or in any proceeding relating to Taxes except as otherwise required by a final determination within the meaning of Seller and Buyer agrees to provide the other promptly with any other information reasonably required to complete such Form 8594 and any amended Form 8594, if applicable. Each of Seller and Buyer shall notify and provide the other with reasonable assistance in the event of an examination, audit or other proceeding regarding the agreed upon allocation Section 1313(a) of the Purchase PriceCode (or equivalent provision of state, local, or foreign Law).

Tax Allocation of Consideration. No later than ninety (90i) Within one hundred and twenty (120) days after the Closing DateClosing, the Buyer shall prepare, and deliver to Seller the prepare a proposed allocation of the Consideration paid by among all of the Transferred Assets. Thereafter, the Seller and the Buyer (and/or its Affiliate(s) designated pursuant shall work together in good faith to Section 2.1) to agree upon such allocation as soon as reasonably practicable. In the event that the Seller and the Buyer shall agree upon an allocation of the Consideration among the Transferred Assets pursuant to this Agreement among Section 2.3(c), such allocation shall be deemed to be the Purchased Assets "TAX ALLOCATION" for all purposes of and under this Agreement. The Seller and the Buyer hereby agree that, for purposes of allocating the appropriate portion of the Consideration to each of the Transferred Tangible Assets (other than inventory and work-in-process), the value of each such Transferred Tangible Asset shall be equal to its net book value, as reflected in the books and records of the Seller. (ii) To the extent the parties agree to the Tax Allocation, each of the Buyer and the Seller shall (i) report the Transactions for all Tax purposes as a sale of assets in a manner consistent with the Tax Allocation, (ii) not file any Tax Return or otherwise take a position with any Tax authority that is inconsistent with the Tax Allocation, (iii) not take any position before any Governmental Authority or in any judicial proceeding that is inconsistent with the Tax Allocation. Each of the Buyer and the Seller shall timely file a Form 8594 with the Internal Revenue Service in accordance with the requirements of Section 1060 of the Code. The proposed allocation If there is a purchase price adjustment pursuant to Section 2.3(b) hereof, the Tax Allocation shall be based on an appraisal revised in accordance with Section 1060 of the fair market value of Code (and the Purchased Assets by an appraiser mutually agreed upon and selected by the parties hereto. The proposed allocation shall be conclusive and shall be binding upon both Seller and Buyer unless Seller objects in writing within forty-five (45) days after receipt of treasury regulations promulgated thereunder), to reflect such proposed allocationpurchase price adjustment. In the event that any Governmental Authority shall make or propose to either the Buyer or the Seller objects in writing within forty-five (45) daysan allocation of the Consideration that differs from the Tax Allocation, each of the Buyer and the Seller and Buyer shall negotiate reasonably cooperate in good faith with the other(s) to resolve contest the dispute. If Seller and Buyer fail to resolve the dispute within forty-five (45) days following Seller’s written objection, determination of such dispute shall be submitted for resolution Governmental Authority with respect to the Independent Auditor selected in accordance with Section 3.5(f). Promptly, but not later than thirty (30) days after its acceptance of appointment hereunder, the Independent Auditor shall determine (based solely on applicable Law and the prior appraisal and proposed allocation and not by an additional appraisal) the fair market value of the Purchased Assets solely for purposes of such allocation under this Section 3.6. If such determination is made by the Independent Auditor, it shall be binding upon both Seller and Buyer and may be entered and enforced in any court having jurisdiction. Each of Buyer and Seller shall bear and pay one-half of the fees and other costs charged by the Independent Auditor. Each of Seller and Buyer agrees to file Internal Revenue Service Form 8594 and all federal, state, local and foreign Tax Returns in accordance with such agreed allocation (giving effect, consistent with such allocation, to mutually-agreed upon adjustments as a result of adjustments to the Purchase Price pursuant to this Agreement). Each of Seller and Buyer shall report the transactions contemplated by this Agreement and the Ancillary Agreements for federal income Tax and all other Tax purposes in a manner consistent with the allocation determined pursuant to this Section 3.6, and, except as otherwise required by Law, neither party nor their respective Affiliates shall take a Tax position that is inconsistent with the allocation. Each of Seller and Buyer agrees to provide the other promptly with any other information reasonably required to complete such Form 8594 and any amended Form 8594, if applicable. Each of Seller and Buyer shall notify and provide the other with reasonable assistance in the event of an examination, audit or other proceeding regarding the agreed upon allocation of the Purchase PriceConsideration.