Common use of Tax Allocation Clause in Contracts

Tax Allocation. Prior to the Closing, Seller and Purchaser shall cooperate in good faith to determine a reasonable allocation of the total consideration paid for the Transferred Assets, as finally determined pursuant to Section 2.1(d), Section 2.1(i) and Section 3.3, in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Purchase Price Allocation”). Seller and Purchaser shall cooperate in good faith to mutually agree to such allocation and shall reduce such agreement to writing, which agreement shall be reflected in an Exhibit 2.1(j) to be approved by Seller and Purchaser prior to Closing. Seller and Purchaser shall jointly and properly execute each party’s respective completed Internal Revenue Service Form 8594, and any other forms or statements required by the Code (or state or local Tax law), Treasury Regulations or the Internal Revenue Service or other Governmental Authority (together with any and all attachments required to be filed therewith), which forms and statements will be prepared in a manner consistent with the Purchase Price Allocation. Seller and Purchaser shall file timely such forms and statements with the Internal Revenue Service or other Governmental Authority. The Purchase Price Allocation shall be appropriately adjusted to take into account any subsequent payments under this Agreement and any other subsequent events required to be taken into account under Section 1060 of the Code. Seller and Purchaser shall not file any Tax Return or other documents or otherwise take any position with respect to Taxes that is inconsistent with the Purchase Price Allocation; provided, however, that neither Seller nor Purchaser shall be obligated to litigate any challenge to such allocation by any Governmental Authority. Seller and Purchaser shall promptly inform one another of any challenge by any Governmental Authority to any allocation made pursuant to this Section 2.1(j) and agree to consult with and keep one another informed with respect to the state of, and any discussion, proposal or submission with respect to, such challenge.

Tax Allocation. Prior to (i) Not later than sixty (60) days after the Closing, Seller and Purchaser shall cooperate in good faith to determine a reasonable allocation final resolution of the total consideration paid for the Transferred AssetsFinal Purchase Price, as finally determined adjusted pursuant to Section 2.1(d‎2.3, the Buyer shall prepare and deliver to the Seller a schedule allocating the sum of the Final Purchase Price, and other relevant items treated as purchase price for Income Tax purposes, among the assets of the Company, in a manner consistent with the allocation set forth on Schedule ‎7.8(h), Section 2.1(i) and Section 3.3which, for the avoidance of doubt, shall be determined for U.S. federal Income Tax purposes in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provisions of state, local, or non-U.S. Law, as appropriate) (the “Purchase Price AllocationAllocation Schedule”). If reasonably requested by the Seller, the Buyer shall provide reasonably sufficient work papers and backup documents related to the preparation of the Allocation Schedule. If the Seller does not object to the Allocation Schedule within thirty (30) days of receipt thereof, such Allocation Schedule shall be deemed final and Purchaser binding for all purposes of this Agreement. If the Seller objects to the Allocation Schedule, it shall cooperate notify the Buyer in writing of such disputed item (or items), its basis for objection in reasonable detail, and proposed changes within thirty (30) days of the receipt of the Allocation Schedule, and the Parties shall negotiate in good faith to mutually agree to such allocation and shall reduce use reasonable efforts to resolve any such agreement to writing, which agreement dispute. Any dispute that cannot be resolved through negotiations shall be reflected resolved using the principles of the dispute resolution procedures set forth in an Exhibit 2.1(jSection ‎7.8(c)(iii). (ii) to be approved by Seller and Purchaser prior to Closing. Seller and Purchaser shall jointly and properly execute each party’s respective completed Internal Revenue Service Form 8594, and any other forms or statements required by the Code (or state or local Tax lawNotwithstanding Section ‎7.8(h)(i), Treasury Regulations or the Internal Revenue Service or other Governmental Authority (together with Parties agree that the allocation pursuant to the Allocation Schedule shall be further adjusted to reflect any and all attachments required indemnification payments made pursuant to be filed therewith)‎Article 10 that are treated as adjustments to the Final Purchase Price pursuant to Section ‎10.10, which forms and statements will be prepared in a manner consistent with the Purchase Price Allocation. Seller allocation agreed upon pursuant to Section ‎7.8(h)(i) and Purchaser shall file timely such forms and statements with the Internal Revenue Service or other Governmental Authority. The Purchase Price Allocation shall be appropriately adjusted to take into account any subsequent payments under this Agreement and any other subsequent events required to be taken into account under Section 1060 of the Code and the Treasury Regulations thereunder. (iii) Each of the Parties and their respective Affiliates shall, unless otherwise required by a final “determination” (within the meaning of Section 1313(a) of the Code. Seller ), (A) prepare and Purchaser shall not file all Tax Returns, including all IRS Forms 8594, in a manner consistent with the Allocation Schedule, as finally determined pursuant to this Section ‎7.8(h), and (B) take no position in any Tax Return or other documents Return, Tax Contest, proceeding or otherwise take any position with respect to Taxes that is inconsistent with the Purchase Price Allocation; providedAllocation Schedule, however, that neither Seller nor Purchaser shall be obligated to litigate any challenge to such allocation by any Governmental Authority. Seller and Purchaser shall promptly inform one another of any challenge by any Governmental Authority to any allocation made as finally determined pursuant to this Section 2.1(j) ‎7.8(h). In the event that any of the allocations set forth in the Allocation Schedule are disputed by any Taxing Authority, the Party receiving notice of such dispute shall promptly notify and agree to consult with the other Parties concerning the resolution of such dispute and keep one another informed use reasonable best efforts to contest such dispute in a manner consistent with respect to the state of, and any discussion, proposal or submission with respect to, such challengethis Section ‎7.8(h).

Tax Allocation. Prior to the Closing, Seller and Purchaser The Purchase Price shall cooperate in good faith to determine a reasonable allocation of the total consideration paid for the Transferred Assets, as finally determined pursuant to Section 2.1(d), Section 2.1(i) and Section 3.3, be allocated in accordance with Section 1060 of the Code among the Timberlands, minerals, Timberlands Contracts, and the Treasury Regulations promulgated thereunder (Personal Property using the “Purchase Price Allocation”). Seller and Purchaser shall cooperate in good faith to methodology mutually agree to such allocation and shall reduce such agreement to writing, which agreement shall be reflected in an Exhibit 2.1(j) to be approved by Seller and Purchaser prior in the manner set forth in this Section 37, provided that such allocation methodology shall incorporate, reflect and be consistent with (a) the allocation set forth in Section 2.1, (b) the Value Table (other than the per acre values set forth therein) and (c) Exhibit 48 (the “Allocation Framework”). No later than sixty (60) days after the Closing Date, Seller shall deliver to ClosingPurchaser an allocation of the Purchase Price among the Timberlands, minerals, Timberlands Contracts, and Personal Property, which allocation shall be reasonable, based on fair market values, consistent with the Code, shall incorporate, reflect and be consistent with the Allocation Framework and to the extent relating to the portion of the Purchase Price paid for the Timberlands, set forth an allocation between the Installment Sale Timberlands and the Non-Installment Sale Timberlands (the “Proposed Allocation”). No later than one hundred twenty (120) days after the Closing Date, Seller and Purchaser shall jointly endeavor to agree on the Proposed Allocation. In the event that Seller and properly execute Purchaser have not so agreed by such date Purchaser and Seller shall negotiate in good faith to resolve the dispute. If Purchaser and Seller fail to agree on such allocation before the date that is one hundred fifty (150) days following the Closing Date, such allocation shall be determined, within a reasonable time and in a manner that incorporates, reflects and is consistent with the Allocation Framework, by an independent, nationally recognized firm of accountants mutually selected by the Parties. The allocation of the total consideration, as agreed upon by Purchaser and Seller or determined by a firm of accountants under this Section 37, (the “Final Allocation”) shall be final and binding upon the Parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the Parties shall each party’s respective completed Internal Revenue Service pay fifty percent (50%) of the fees and expenses of such accounting firm. Except to the extent otherwise required by applicable law, (a) Seller and Purchaser agree to prepare and file an IRS Form 85948594 for or such other form or statement as may be required by applicable law, rule or regulation, and any other forms or statements required by the Code (or comparable state or local income Tax law)form, Treasury Regulations or the Internal Revenue Service or other Governmental Authority (together with any and all attachments required to be filed therewith), which forms and statements will be prepared in a manner consistent with the Purchase Price Final Allocation. , (b) Seller and Purchaser shall file timely such forms adhere to the Final Allocation for all Tax-related purposes including any federal, foreign, state, county or local income and statements franchise Tax Return filed by them after the Closing Date, including the determination by Seller of Taxable gain or loss on the sale and the determination by Purchaser of its Tax basis with the Internal Revenue Service or other Governmental Authority. The Purchase Price Allocation respect to same, and (c) neither Purchaser nor Seller shall be appropriately adjusted to take into account any subsequent payments under this Agreement and any other subsequent events required to be taken into account under Section 1060 of the Code. Seller and Purchaser shall not file any Tax Return or, in a judicial or other documents administrative proceeding, assert or otherwise take maintain any Tax reporting position with respect to Taxes that is inconsistent with this Agreement or the Purchase Price Allocation; provided, however, that neither Seller nor Purchaser shall be obligated Final Allocation agreed to litigate any challenge to such allocation by any Governmental Authority. Seller and Purchaser shall promptly inform one another of any challenge by any Governmental Authority to any allocation made pursuant to in accordance with this Section 2.1(j) and agree to consult with and keep one another informed with respect to the state of, and any discussion, proposal or submission with respect to, such challengeAgreement.

Tax Allocation. Prior to Within thirty (30) days following the Closing, Buyer shall prepare or cause to be prepared and shall deliver to Seller and Purchaser shall cooperate in good faith to determine a reasonable draft allocation of the total consideration paid for the Transferred Assets, Base Purchase Price as finally determined adjusted pursuant to Section 2.1(d), Section 2.1(i) and Section 3.3, prepared in accordance with Section 1060 of the Code and the Treasury Regulations promulgated issued thereunder (the and any similar provision of state, local or foreign law, as appropriate) (each such allocation, a “Purchase Price Allocation”). Within ten (10) days after the receipt of such draft Purchase Price Allocation, Seller will propose to Buyer in writing any objections or proposed changes to such draft Purchase Price Allocation (and Purchaser shall cooperate in the event that no such changes are proposed in writing to Buyer within such time period, Seller will be deemed to have agreed to, and accepted, the Purchase Price Allocation). In the event of objections or proposed changes, Buyer and Seller will attempt in good faith to mutually agree resolve any differences between them with respect to the Purchase Price Allocation, in accordance with requirements of Section 1060 of the Code, within ten (10) days after Buyer’s receipt of a timely written notice of objection or proposed changes from Seller. If Buyer and Seller are unable to resolve such allocation differences within such time period, then any remaining disputed matters will be submitted to an independent accounting firm, the identity of which shall be agreed upon by Buyer and shall reduce such agreement Seller each acting reasonably, for resolution. Promptly, but by no later than ten (10) days after submission to writingit of the dispute(s), the independent accounting firm will determine those matters in dispute and will render a written report as to the disputed matters and the resulting allocation, which agreement report shall be reflected conclusive and binding upon the Parties. The fees and expenses of the independent accounting firm in an Exhibit 2.1(j) to respect of such report shall be approved paid one-half by Buyer and one-half by Seller. Buyer and Seller shall report, act, and Purchaser prior to Closing. Seller file in all respects and Purchaser shall jointly and properly execute each party’s respective completed for all Tax purposes (including the filing of Internal Revenue Service Form 8594, and any other forms or statements required by the Code (or state or local Tax law), Treasury Regulations or the Internal Revenue Service or other Governmental Authority (together with any and all attachments required to be filed therewith), which forms and statements will be prepared ) in a manner consistent with such allocations set forth on the Purchase Price AllocationAllocation so finalized, and shall take no position for Tax purposes inconsistent therewith unless required to do so by applicable law. Buyer and Seller shall reasonably cooperate in the preparation, execution and Purchaser shall file timely such filing and delivery of all documents, forms and statements with other information as the Internal Revenue Service or other Governmental Authority. The Purchase Price Allocation shall be appropriately adjusted Party may reasonably request to take into account any subsequent payments under this Agreement and any other subsequent events required to be taken into account under Section 1060 of assist in the Code. Seller and Purchaser shall not file any Tax Return or other documents or otherwise take any position with respect to Taxes that is inconsistent with the Purchase Price Allocation; provided, however, that neither Seller nor Purchaser shall be obligated to litigate any challenge to such allocation by any Governmental Authority. Seller and Purchaser shall promptly inform one another preparation of any challenge by any Governmental Authority filings relating to any allocation made the allocation, pursuant to this Section 2.1(j) and agree to consult with and keep one another informed with respect to the state of, and any discussion, proposal or submission with respect to, such challenge3.5.

Tax Allocation. Prior to All amounts constituting consideration within the Closingmeaning of, Seller and Purchaser shall cooperate in good faith to determine a reasonable allocation of the total consideration paid for the Transferred Assetspurposes of, as finally determined pursuant to Section 2.1(d), Section 2.1(i) and Section 3.3, in accordance with Section 1060 of the Code and the Treasury Regulations promulgated regulations thereunder shall be allocated among the Acquired Assets and any other assets or rights acquired by Buyer hereunder in the manner required by Section 1060 of the Code and the regulations thereunder and all applicable Laws. No later than ninety (90) calendar days after Buyer and the Sellers reach final agreement on the Final Closing Date Statement, Buyer shall provide Holder with a proposed schedule (the “Purchase Price AllocationAllocation Schedule”)) allocating all such amounts as provided herein. Seller The Allocation Schedule shall become final and Purchaser binding on the Parties fifteen (15) calendar days after Buyer provides such schedule to Holder, unless Holder objects in writing to Buyer, specifying the basis for its objection and preparing an alternative allocation. If Holder does object, Buyer and Holder shall cooperate in good faith attempt to mutually agree resolve the dispute within fifteen (15) calendar days of receipt by Buyer of written notice of Holder’s objection. Any such resolution shall be final and binding on the Parties. Any unresolved disputes shall be promptly submitted to such allocation and shall reduce such agreement to writingan independent accounting firm selected in the manner described in Section 3.3(a) for determination, which agreement determination shall be reflected final and binding on the Parties. Buyer and Holder will each pay one-half of the fees and expenses of the independent accounting firm. The Parties shall cooperate with each other and the independent accounting firm in an Exhibit 2.1(j) connection with the matters contemplated by this Section 3.5, including by furnishing such information and access to be approved by Seller and Purchaser prior to Closing. Seller and Purchaser shall jointly and properly execute each party’s respective completed Internal Revenue Service Form 8594books, and any other forms or statements required by the Code records (or state or local Tax lawincluding accountants work papers), Treasury Regulations or personnel and properties as may be reasonably requested. Each of the Internal Revenue Service or other Governmental Authority Parties agrees to (together with any a) prepare and timely file all Tax Returns, including IRS Form 8594 (and all attachments required to be filed therewith), which forms and statements will be prepared supplements thereto) in a manner consistent with the Purchase Price Allocation. Seller Allocation Schedule as finalized and Purchaser shall file timely such forms and statements (b) act in accordance with the Internal Revenue Service or other Governmental AuthorityAllocation Schedule for all tax purposes. The Purchase Price Parties will revise the Allocation shall be appropriately adjusted Schedule to take into account the extent necessary to reflect any subsequent adjustments to the Purchase Price, including those in respect of payments made under this Agreement Article XV hereof. In the case of any such payment, Buyer shall propose a revised Allocation Schedule, and any other subsequent events required to be taken into account under Section 1060 of the Code. Seller and Purchaser Parties shall not file any Tax Return or other documents or otherwise take any position follow the procedures described above with respect to Taxes that is inconsistent with the Purchase Price Allocation; providedreview, however, that neither Seller nor Purchaser shall be obligated to litigate any challenge to dispute and resolution in respect of such allocation by any Governmental Authority. Seller and Purchaser shall promptly inform one another of any challenge by any Governmental Authority to any allocation made pursuant to this Section 2.1(j) and agree to consult with and keep one another informed with respect to the state of, and any discussion, proposal or submission with respect to, such challengerevision.

Tax Allocation. Prior Buyer and Seller agree to the Closing, Seller and Purchaser shall cooperate in good faith use commercially reasonable efforts to determine a reasonable agree to an allocation of the total consideration paid for the Transferred Assetspurchase price, as finally determined pursuant to Section 2.1(d)for U.S. federal income Tax purposes, Section 2.1(i) and Section 3.3, among the assets of the Company in accordance with this Section 2.4 and Section 1060 of the Code and the Treasury Regulations promulgated thereunder thereunder. To facilitate such agreement, as soon as reasonably practicable after the Closing Date (but in no event later than one hundred and twenty (120) days after the Closing Date), Buyer shall prepare and deliver to Seller a schedule allocating such purchase price. Within thirty (30) days after the receipt of such proposed allocation, Seller shall provide written notice to Buyer of any proposed changes to such allocation or otherwise shall be deemed to have agreed with such allocation. If Seller proposes changes to Buyer’s proposed allocation, Buyer and Seller shall negotiate in good faith to resolve any such proposed changes. If Buyer and Seller reach an agreement with respect to an allocation then such allocation shall become the final allocation (the “Purchase Price Allocation”) and, in the event there is an adjustment to such purchase price after the Allocation has been determined, the Allocation will be revised in accordance with the methodology set forth in this Section 2.4 to reflect such adjustment (the “Revised Allocation”). If Buyer and Seller are unable to reach an agreement on the Allocation or a Revised Allocation, then each Party shall be entitled to report the transaction in the manner determined by such Party in its sole discretion. The Allocation or Revised Allocation, as applicable, will be final, binding and Purchaser shall cooperate in good faith to mutually conclusive on Buyer and Seller. Buyer and Seller agree to such allocation and shall reduce such agreement to writing, which agreement shall be reflected in an Exhibit 2.1(j) to be approved by Seller and Purchaser prior to Closing. Seller and Purchaser shall jointly and properly execute each party’s respective completed Internal Revenue Service file all Tax Returns (including IRS Form 8594, 8594 and any other forms amended Tax Returns or statements required by the Code (or state or local Tax law), Treasury Regulations or the Internal Revenue Service or other Governmental Authority (together with any and all attachments required to be filed therewith), which forms and statements will be prepared claims for refund) in a manner consistent with the Purchase Price Allocation or Revised Allocation. , as applicable, and neither Buyer nor Seller and Purchaser shall file timely will take any position inconsistent with such forms and statements with the Internal Revenue Service or other Governmental Authority. The Purchase Price Allocation shall be appropriately adjusted to take into account any subsequent payments under this Agreement and any other subsequent events required to be taken into account under Section 1060 of the Code. Seller and Purchaser shall not file allocation on any Tax Return or other documents otherwise, unless required to do so by applicable Law or otherwise take any position with respect to Taxes that is inconsistent with a final “determination,” within the Purchase Price Allocationmeaning of Section 1313(a)(1) of the Code; provided, however, that neither nothing contained herein shall prevent Buyer or Seller nor Purchaser shall be obligated to litigate from settling any challenge to such allocation by any Governmental Authority. Seller and Purchaser shall promptly inform one another of any challenge proposed deficiency or adjustment by any Governmental Authority to any allocation made pursuant to this Section 2.1(j) and agree to consult with and keep one another informed with respect to based upon or arising out of the state ofAllocation or Revised Allocation, as applicable, and neither Buyer nor Seller shall be required to litigate before any discussioncourt any proposed deficiency or adjustment by any Governmental Authority challenging the Allocation or Revised Allocation, proposal as applicable. Each of Buyer and Seller shall promptly notify the other in writing upon receipt of notice of any pending or submission with respect tothreatened Tax audit or assessment challenging the Allocation or Revised Allocation, such challengeas applicable.

Tax Allocation. Prior (i) Within sixty (60) days after the final resolution of the adjustments provided pursuant to Section 2.05, Buyer shall provide to the ClosingRepresentative a draft allocation statement that allocates the sum of the Purchase Price and all other items required to be taken into account for federal income Tax purposes with respect to the purchase and sale of the Membership Interests pursuant to this Agreement (including the liabilities of the Acquired Companies) (collectively, Seller the “Total Tax Consideration”) among the assets of the Acquired Companies, which allocations shall be made in accordance with the methodology set forth on Exhibit D, which is intended to be in accordance with Section 751, 755 and Purchaser 1060 of the Code and the applicable Treasury Regulations, and any applicable state, local and non-U.S. Tax Law (the “Tax Allocation Statement”). The Representative shall cooperate have the right to object to any portion of the Tax Allocation Statement by written notice to Buyer. If the Representative does not object to the Tax Allocation Statement by written notice to Buyer within thirty (30) Business Days after receipt by the Representative of the Tax Allocation Statement, then the Tax Allocation Statement shall be deemed to have been accepted and agreed upon, and final and conclusive, for all purposes of this Agreement; provided, however, that such Tax Allocation Statement shall be subject to adjustment upon and as a result of any adjustment to the amounts used to determine the allocations used to prepare the Tax Allocation Statement under this Agreement. If the Representative objects to the Tax Allocation Statement, it shall notify Buyer in writing of its objection to the Tax Allocation Statement before the end of such 30-day period and shall set forth in such written notice the disputed item or items and the basis for its objection. Buyer and the Representative shall act in good faith to determine resolve any dispute for which timely notice is given for a reasonable allocation period of thirty (30) Business Days thereafter. If, within thirty (30) Business Days of the total consideration Representative’s delivery of a valid written notice of objection to the Tax Allocation Statement, Buyer and the Representative have not reached an agreement regarding the disputed item or items specified in such written notice, the dispute shall be presented to the Referee, whose determination shall be binding upon the parties; provided that, in resolving such dispute, the Referee shall take into account the methodology set forth on Exhibit D. The fees and expenses of the Referee shall be allocated between Buyer and the Sellers in the same manner as provided in Section 2.05(c), mutatis mutandis. In the event that any adjustment to the aggregate purchase price is paid between the parties pursuant to the terms of this Agreement (or there is otherwise an adjustment to the Total Tax Consideration hereunder), Buyer shall provide the Representative a revised Tax Allocation Statement and the principles of this Section 6.03(c) shall apply to each revised Tax Allocation Statement (for the Transferred Assetsavoidance of doubt, including dispute resolution if necessary). (ii) Buyer, the Sellers and their respective Affiliates shall, unless otherwise required by a “determination” (within the meaning of Section 1313(a) of the Code), (A) prepare and file all Tax Returns, including all IRS Forms 8594 and any other appropriate Tax Returns or forms, in a manner consistent with the Tax Allocation Statement, as finally determined pursuant to this Section 2.1(d), Section 2.1(i6.03(c) and Section 3.3, (B) take no position in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Purchase Price Allocation”). Seller and Purchaser shall cooperate in good faith to mutually agree to such allocation and shall reduce such agreement to writing, which agreement shall be reflected in an Exhibit 2.1(j) to be approved by Seller and Purchaser prior to Closing. Seller and Purchaser shall jointly and properly execute each party’s respective completed Internal Revenue Service Form 8594, and any other forms or statements required by the Code (or state or local Tax law), Treasury Regulations or the Internal Revenue Service or other Governmental Authority (together with any and all attachments required to be filed therewith), which forms and statements will be prepared in a manner consistent with the Purchase Price Allocation. Seller and Purchaser shall file timely such forms and statements with the Internal Revenue Service or other Governmental Authority. The Purchase Price Allocation shall be appropriately adjusted to take into account any subsequent payments under this Agreement and any other subsequent events required to be taken into account under Section 1060 of the Code. Seller and Purchaser shall not file any Tax Return or other documents Return, proceeding, audit or otherwise take any position with respect to Taxes that is inconsistent with the Purchase Price Allocation; providedTax Allocation Statement, howeveras finally determined pursuant to this Section 6.03(c) (in each case, subject to adjustment in accordance with this Section 6.03(c) in the event of any adjustment to the Total Tax Consideration). In the event that neither Seller nor Purchaser shall be obligated to litigate any challenge to such allocation of the allocations set forth in the Tax Allocation Statements are disputed by any Governmental Authority. Seller and Purchaser , the party receiving notice of such dispute shall promptly inform one another of any challenge by any Governmental Authority to any allocation made pursuant to this Section 2.1(j) notify and agree to consult with and keep one another informed with respect to the state of, and any discussion, proposal or submission with respect to, other party concerning the resolution of such challengedispute.

Tax Allocation. Prior to The Purchase Price shall be allocated among the Closing, Seller and Purchaser shall cooperate in good faith to determine a reasonable allocation assets of the total consideration paid for the Transferred Assets, as finally determined pursuant to Section 2.1(d), Section 2.1(i) and Section 3.3, Purchased LLC Entities in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder and consistent with the methodology set forth at Exhibit F (the “Purchase Price Allocation”). Seller and Purchaser shall cooperate in good faith to mutually The parties agree to such allocation and shall reduce such agreement to writing, which agreement shall be reflected in an Exhibit 2.1(j) that the total amount of the Purchase Price to be approved by Seller allocated to the assets of the Company (excluding the amount allocable to the stock, membership interests and/or assets of the Continuing Subsidiaries) and Purchaser prior to Closing. Seller the assets of Alere Women’s and Purchaser shall jointly and properly execute each partyChildren’s respective completed Internal Revenue Service Form 8594Health, and any other forms or statements required by the Code (or state or local Tax law)LLC, Treasury Regulations or the Internal Revenue Service or other Governmental Authority (together with any and all attachments required to be filed therewith), which forms and statements will be prepared in a manner the Valuation Range and, consistent with the Valuation Range, that they will use reasonable best efforts to agree on an allocation of the applicable portion of the Purchase Price Allocationby the Closing Date to each of (i) the total amount of the assets of the Company (excluding the amount allocable to the stock, membership interests and/or assets of the Continuing Subsidiaries) and (ii) Alere Women’s and Children’s Health, LLC. Seller and Purchaser shall file timely such forms and statements with the Internal Revenue Service or other Governmental Authority. The Purchase Price Allocation shall be appropriately adjusted to take into account any subsequent payments under this Agreement and any other subsequent events required to be taken into account under Section 1060 deliver a draft of the CodeAllocation to the Buyer no later than ninety (90) days after the Closing Date. Buyer shall notify Seller and Purchaser shall not file any Tax Return or other documents or otherwise take any position in writing within ten (10) days of receiving the draft Allocation that Buyer disagrees with respect to Taxes such Allocation, with specificity, in which case the parties shall resolve such dispute in accordance with Section 6.4. In the event that is inconsistent Buyer does not notify Seller in accordance with the preceding sentence, Buyer will be deemed to accept such Allocation. The Allocation will be amended to reflect any adjustment to the Purchase Price Allocation; providedPrice, howeveras applicable, that neither Seller nor Purchaser in accordance with the procedures set forth in this Section 6.11. Each of the parties and their respective Affiliates shall be obligated to litigate any challenge to such 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 by any Governmental Authority. Seller and Purchaser shall promptly inform one another of any challenge by any Governmental Authority to any allocation made pursuant to this Section 2.1(j) 6.11 (including any adjustments thereto subsequently made by Buyer and agree Seller pursuant to consult with and keep one another informed with respect to the state of, and any discussion, proposal or submission with respect to, such challengethis Section 6.11).

Tax Allocation. Prior (i) Within 14 days after the Closing Date, Buyer, at its expense, shall engage each applicable Valuation Firm to prepare a valuation of the assets of the Company and each other Acquired Company. Each Valuation Firm shall prepare its valuation report within 60 days after its engagement and the Buyer shall submit a copy of each such valuation report to the ClosingSeller within 5 days thereafter. No later than sixty (60) days following the final determination of the Net Working Capital pursuant to this Agreement, Buyer shall prepare or caused to be prepared and provide to the Seller, for its review, a draft allocation statement (the “Tax Allocation Statement”) that allocates the Purchase Price and all other items required to be taken into account for U.S. federal income Tax purposes with respect to the purchase and sale of the Company Interests pursuant to this Agreement (including, without limitation, the liabilities of the Acquired Companies) (collectively, the “Total Tax Consideration”) among the assets of the Acquired Companies, which Tax Allocation Statement shall be consistent with the valuation reports prepared by the Valuation Firms. Buyer will provide the Seller with draft copies of the reports prepared by such advisor and Purchaser a reasonable opportunity to comment on such reports before Buyer delivers the Tax Allocation Statement. The Seller shall cooperate have the right to object to any portion of the Tax Allocation Statement by written notice to Buyer. Subject to Buyer’s compliance with the obligations to deliver a draft report in advance of delivering the Tax Allocation Statement, if the Seller does not object to the Tax Allocation Statement by written notice to Buyer within thirty (30) days after receipt by the Seller of the Tax Allocation Statement, then the Tax Allocation Statement shall be deemed to have been accepted and agreed upon, and final and conclusive, for all purposes of this Agreement; provided, however, that such Tax Allocation Statement shall be subject to adjustment upon and as a result of any adjustment to the amounts used to determine the allocations used to prepare the Tax Allocation Statement under this Agreement. If the Seller objects to the Tax Allocation Statement, it shall notify Buyer in writing of its objection to the Tax Allocation Statement and shall set forth in such written notice the disputed item or items and the basis for its objection and Buyer and the Seller shall act in good faith to determine resolve any such dispute for a reasonable allocation period of thirty (30) days thereafter. If, within thirty (30) days of the total consideration Seller’s delivery of a valid written notice of objection to the Tax Allocation Statement, Buyer and the Seller have not reached an agreement regarding the disputed item or items specified in such written notice, the dispute shall be resolved by the Referee in accordance with the dispute resolution mechanism set forth in Section 2.06, whose determination shall be binding upon the parties hereto; provided that in resolving such dispute, the Referee shall apply the valuation report prepared by each Valuation Firm. In the event that any adjustment to the Purchase Price is paid for between the Transferred Assetsparties hereto pursuant to the terms of this Agreement (or there is otherwise an adjustment to the Total Tax Consideration hereunder), Buyer shall promptly provide the Seller a revised Tax Allocation Statement and the principles of this Section 6.02(c)(i) shall apply to each such revised Tax Allocation Statement. The Tax Allocation Statement as finally determined pursuant to this Section 6.02(c)(i) shall be final and binding on the parties hereto. (ii) Buyer, Seller and their respective Affiliates shall, unless otherwise required by a final “determination” (within the meaning of Section 1313(a) of the Code), (A) prepare and file all Tax Returns, including all IRS Forms 8594 and any other appropriate Tax Returns or forms, in a manner consistent with the Tax Allocation Statement, as finally determined pursuant to this Section 2.1(d), Section 2.1(i6.02(c) and Section 3.3, (B) take no position in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Purchase Price Allocation”). Seller and Purchaser shall cooperate in good faith to mutually agree to such allocation and shall reduce such agreement to writing, which agreement shall be reflected in an Exhibit 2.1(j) to be approved by Seller and Purchaser prior to Closing. Seller and Purchaser shall jointly and properly execute each party’s respective completed Internal Revenue Service Form 8594, and any other forms or statements required by the Code (or state or local Tax law), Treasury Regulations or the Internal Revenue Service or other Governmental Authority (together with any and all attachments required to be filed therewith), which forms and statements will be prepared in a manner consistent with the Purchase Price Allocation. Seller and Purchaser shall file timely such forms and statements with the Internal Revenue Service or other Governmental Authority. The Purchase Price Allocation shall be appropriately adjusted to take into account any subsequent payments under this Agreement and any other subsequent events required to be taken into account under Section 1060 of the Code. Seller and Purchaser shall not file any Tax Return or other documents Return, proceeding, audit or otherwise take any position with respect to Taxes that is inconsistent with the Purchase Price Allocation; providedTax Allocation Statement, howeveras finally determined pursuant to this Section 6.02(c) (in each case, subject to adjustment in accordance with this Section 6.02(c) in the event of any adjustment to the Total Tax Consideration). In the event that neither Seller nor Purchaser shall be obligated to litigate any challenge to such allocation of the allocations set forth in the Tax Allocation Statements are disputed by any Governmental Authority. Seller and Purchaser , the party receiving notice of such dispute shall promptly inform one another of any challenge by any Governmental Authority to any allocation made pursuant to this Section 2.1(j) notify and agree to consult with and keep one another informed with respect to the state of, and any discussion, proposal or submission with respect to, other party concerning the resolution of such challengedispute.

Tax Allocation. Prior SM Energy and Buyer shall use commercially reasonable efforts to the Closing, Seller and Purchaser shall cooperate in good faith agree to determine a reasonable an allocation of the total Purchase Price and any other items properly treated as consideration paid for U.S. federal income Tax purposes (the Transferred Assets, as finally determined pursuant to Section 2.1(d), Section 2.1(i“Tax Consideration”) and Section 3.3, among the Assets in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and, to the “Purchase Price Allocation”). Seller and Purchaser shall cooperate in good faith to mutually agree to such allocation and shall reduce such agreement to writingextent allowed under applicable U.S. federal income Tax Law, which agreement shall be reflected in an Exhibit 2.1(j) to be approved by Seller and Purchaser prior to Closing. Seller and Purchaser shall jointly and properly execute each party’s respective completed Internal Revenue Service Form 8594, and any other forms or statements required by the Code (or state or local Tax law), Treasury Regulations or the Internal Revenue Service or other Governmental Authority (together with any and all attachments required to be filed therewith), which forms and statements will be prepared in a manner consistent with the Purchase Price Allocated Values, within thirty (30) days after the date that the Final Settlement Statement is finally determined pursuant to Section 2.6 (the “Allocation”). Seller If SM Energy and Purchaser Buyer have not agreed to an Allocation within thirty (30) days after the date that the Final Settlement is finally determined pursuant to Section 2.6, then the matter shall file timely such forms and statements be referred to KPMG LLP for final resolution in accordance with the Internal Revenue Service or other Governmental Authorityprocedures set forth in Section 2.6(c). The Purchase Price Buyer and SM Energy shall use commercially reasonable efforts to update the Allocation shall be appropriately adjusted to take into account any subsequent payments under this Agreement and any other subsequent events required to be taken into account under in accordance with Section 1060 of the CodeCode and the decision of KPMG LLP, if applicable, following any adjustment to the Tax Consideration pursuant to this Agreement. Seller Buyer and Purchaser SM Energy shall, and shall not cause their Affiliates to, report consistently with the Allocation, as adjusted, on all Tax Returns, including Internal Revenue Service Form 8594 (Asset Acquisition Statement under Section 1060), which Buyer and SM Energy shall timely file with the IRS, and neither SM Energy nor Buyer shall take any position on any Tax Return or other documents or otherwise take any position with respect to Taxes that is inconsistent with the Purchase Price Allocation; provided, howeveras adjusted, unless otherwise required by applicable Law. Notwithstanding the preceding sentence, the Parties agree that neither Seller nor Purchaser shall it will not be obligated inconsistent with the Allocation for (a) Buyer’s cost for the Project Assets to litigate any challenge differ from the total amount allocated in the Allocation to such allocation by any Governmental Authority. Seller and Purchaser shall promptly inform one another of any challenge by any Governmental Authority to any allocation made reflect capitalized acquisition costs not included in the total amount allocated pursuant to this Section 2.1(j2.8, (b) the amount realized by SM Energy to differ from the total amount allocated pursuant to this Section 2.8 to reflect transaction costs that reduce the amount realized for U.S. federal income Tax purposes and agree (c) Buyer’s and SM Energy’s cost and amount realized, respectively, to consult with differ from the Purchase Price to take into account differences between the Purchase Price and keep one another informed with respect to the state ofTax Consideration, and any discussionother payments to SM Energy treated as purchase price for the Assets for income Tax purposes, proposal and any adjustments to the foregoing hereunder. Each of Buyer and SM Energy shall promptly notify the other in writing upon the receipt of notice of any pending or submission with respect to, such challengethreatened Tax audit or assessment challenging the Allocation and upon the resolution thereof.

Tax Allocation. Prior to the Closing, Seller The Selling Group and Purchaser shall cooperate in good faith to determine a reasonable allocation acknowledge that the purchase of the total consideration paid Company contemplated by this Agreement will be treated for income tax purposes as the Transferred Assetspurchase of the assets of the Company. The Purchase Price shall be allocated in accordance with Code Section 1060 and the Treasury Regulations thereunder (and any similar provision of state or local law, as finally determined pursuant to Section 2.1(dappropriate), Section 2.1(i. Within twenty (20) and Section 3.3, days after the Final Statement is finalized in accordance with Section 1060 2.3, Purchaser shall provide Seller with an allocation of the Code and the Treasury Regulations promulgated thereunder Purchase Price in accordance with this Section 8.6 (the “Purchase Price Allocation”). Seller shall have fifteen (15) days from receipt of said Purchase Price Allocation to review and approve the Purchase Price Allocation. To the extent Seller disagrees with the Purchase Price Allocation or any items therein, Seller shall notify Purchaser in writing within such fifteen (15) day period as prescribed by the immediately preceding sentence. The parties shall cooperate thereafter endeavor in good faith to mutually agree resolve such dispute and to the extent they are unable within ten (10) Business Days, such allocation dispute shall be resolved in accordance with the dispute resolution procedures provided for in Section 2.3. To the extent the Purchase Price is adjusted pursuant to this Agreement, the Purchase Price Allocation shall be adjusted in accordance with the methodology as agreed to by the parties herein or as finally determined by the Expert. The parties shall be bound by the finally agreed Purchase Price Allocation and the parties shall, and shall reduce such agreement to writingcause their respective Affiliates to, which agreement shall be reflected in an Exhibit 2.1(j) to be approved by Seller report, act and Purchaser prior to Closing. Seller and Purchaser shall jointly and properly execute each party’s respective completed file all Tax Returns (including Internal Revenue Service Form 8594, ) in all respects and any other forms or statements required by the Code (or state or local Tax law), Treasury Regulations or the Internal Revenue Service or other Governmental Authority (together with any and for all attachments required to be filed therewith), which forms and statements will be prepared in a manner purposes consistent with the Purchase Price Allocationsuch allocation. Seller and Purchaser shall file timely such forms and statements with the Internal Revenue Service or other Governmental Authority. The Purchase Price Allocation shall be appropriately adjusted to take into account any subsequent payments under this Agreement and any other subsequent events required to be taken into account under Section 1060 of the Code. Seller and Purchaser shall not file any Tax Return or other documents or otherwise No Party may take any position with respect to Taxes (whether in audits, Tax Returns or otherwise) that is inconsistent with the Purchase Price Allocation; provided, however, that neither Seller nor Purchaser shall be obligated to litigate any challenge to such allocation unless required to do so by any Governmental Authority. Seller and Purchaser shall promptly inform one another a change in Law occurring after the date hereof, a closing agreement with an applicable Taxing Authority or a final non-appealable judgment of any challenge by any Governmental Authority to any allocation made pursuant to this Section 2.1(j) and agree to consult with and keep one another informed with respect to the state of, and any discussion, proposal or submission with respect to, such challengea court of competent jurisdiction.

Tax Allocation. Prior to the Closing, Seller and Purchaser Buyer shall cooperate in good faith to determine a reasonable prepare an allocation of the total Upfront Payment, the Contingent Payment, and any amount that would be treated as consideration paid for U.S. federal income tax purposes among the Transferred Assets, as finally determined pursuant to Acquired Assets and the restrictions set forth in Section 2.1(d), Section 2.1(i) and Section 3.3, 9.9 in accordance with Section 1060 of the Code and the U.S. Treasury Regulations promulgated regulations thereunder (and any similar provision of state, local or foreign Law, as appropriate) (the “Purchase Price Draft Allocation”). Buyer shall deliver the Draft Allocation to Seller within ninety (90) days after the Closing Date. Seller shall review the Draft Allocation and Purchaser provide any objections to Buyer within fifteen (15) days after the receipt thereof. In the event Seller does not object to Buyer’s Draft Allocation, such Draft Allocation shall cooperate be final (the “Final Allocation”). If Seller raises objections to the Draft Allocation or any subsequent adjustments, the Parties will negotiate in good faith to mutually agree resolve such objection(s). Any subsequent adjustments to such allocation and shall reduce such agreement to writing, which agreement the consideration for the Acquired Assets shall be reflected in an Exhibit 2.1(j) the Final Allocation as revised by Buyer and subject to be approved by Seller and Purchaser prior to Closing. Seller and Purchaser shall jointly and properly execute each partySeller’s respective completed Internal Revenue Service Form 8594, and any other forms or statements required by the Code (or state or local Tax law), Treasury Regulations or the Internal Revenue Service or other Governmental Authority (together with any and all attachments required to be filed therewith), which forms and statements will be prepared reasonable comments in a manner consistent with this Section 8.5, the Purchase Price Allocation. Seller and Purchaser shall file timely such forms and statements with imputed interest provisions of the Internal Revenue Service or other Governmental Authority. The Purchase Price Allocation shall be appropriately adjusted to take into account any subsequent payments under this Agreement and any other subsequent events required to be taken into account under Code, Section 1060 of the Code, and the U.S. Treasury regulations thereunder (and any similar provisions of state, local or foreign Law, as appropriate). Seller, Buyer and their respective consolidated Affiliates shall report and file Tax Returns (including IRS Form 8594) in accordance with the Final Allocation. Neither Buyer nor Seller and Purchaser shall not file any Tax Return or other documents or otherwise take any position with respect to Taxes (whether in audits, Tax Returns, or otherwise) that is inconsistent with the Purchase Price Allocation; provided, however, that neither Seller nor Purchaser shall be obligated such Final Allocation unless required to litigate any challenge to such allocation do so by any Governmental Authority. Seller and Purchaser shall promptly inform one another of any challenge by any Governmental Authority to any allocation made pursuant to this Section 2.1(j) and agree to consult with and keep one another informed with respect to the state of, and any discussion, proposal or submission with respect to, such challengeapplicable Law.

Tax Allocation. Prior The Purchase Price plus any assumed liabilities (to the Closing, Seller and Purchaser extent properly taken into account for applicable Tax purposes) for U.S. federal income Tax purposes shall cooperate in good faith to determine a reasonable allocation be allocated among the assets of the total consideration paid Company for the Transferred Assetspurposes of determining items of income, as finally determined gain, loss, or deduction pursuant to Section 2.1(d), Section 2.1(i704(c) and Section 3.3, in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Purchase Price Allocation”), which allocation shall be consistent in all material respects with the principles set forth in Schedule 9.2 (the “Allocation Methodology”). Seller The Company’s net book value for purposes of the Allocation Methodology will be consistent with the net book value of assets reflected in the Model Allocation but adjusted to reflect the effects of ordinary course operations of the business from December 31, 2022 through Closing consistent with the methodology in the Project Blue Structure Model Spreadsheet, unless otherwise agreed to by the Parent and Purchaser the Investor. A draft schedule of proposed Allocation shall cooperate be delivered by Parent to Investor within ninety (90) days after the Closing Date. Investor shall have thirty (30) days from receipt of the proposed Allocation to review and comment, and the Parties shall work together in good faith to mutually agree resolve any disagreements regarding the Allocation that are raised by Investor in writing within such thirty (30) day period. To the extent that Investor and Parent are unable to resolve any dispute regarding the Allocation within ten (10) days after Xxxxxx’s receipt of Investor’s comments, then Investor and Parent shall jointly submit the remaining disputed items for resolution to the Independent Accountants (and equally share the cost of such allocation Independent Accountants) and shall reduce such agreement to writing, which agreement the Independent Accountant’s determination shall be reflected in an Exhibit 2.1(j) to be approved by Seller and Purchaser prior to Closingbinding upon the Parties. Seller and Purchaser No Party shall jointly and properly execute each party’s respective completed Internal Revenue Service Form 8594, and any other forms take or statements required by the Code (or state or local Tax law), Treasury Regulations or the Internal Revenue Service or other Governmental Authority (together with any and all attachments required to be filed therewith), which forms and statements will be prepared in a manner consistent with the Purchase Price Allocation. Seller and Purchaser shall file timely such forms and statements with the Internal Revenue Service or other Governmental Authority. The Purchase Price Allocation shall be appropriately adjusted permit others to take into account on its behalf any subsequent payments under this Agreement and any other subsequent events required to be taken into account under Section 1060 of the Code. Seller and Purchaser shall not file any position, whether in connection with a Tax audit, a Tax Return or other documents or otherwise take any position with respect to Taxes otherwise, that is inconsistent with the Purchase Price Allocation; provided, however, that neither Seller nor Purchaser shall be obligated Allocation (as finally determined) unless required to litigate any challenge to such allocation by any Governmental Authority. Seller and Purchaser shall promptly inform one another of any challenge by any Governmental Authority to any allocation made do so pursuant to this a final “determination” within the meaning of Section 2.1(j1313(a) and agree to consult with and keep one another informed with respect to the state of, and any discussion, proposal or submission with respect to, such challengeother applicable Law.

Tax Allocation. Prior to The Purchase Price and applicable liabilities shall be allocated among the Closing, Seller and Purchaser shall cooperate in good faith to determine a reasonable allocation assets of the total consideration paid Company for the Transferred Assets, as finally determined pursuant to Section 2.1(d), Section 2.1(i) U.S. federal and Section 3.3, applicable state and local income Tax purposes in accordance a manner consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder thereunder. Within 90 days of final determination of the Net Adjustment Amount, the Buyer shall deliver to the Seller a schedule allocating the Purchase Price and the applicable liabilities of the Company among the assets of the Company (the “Purchase Price Tax Allocation”). The Seller shall provide the Buyer with reasonable access to the books and records of the Seller pertaining to the Company as required to prepare such allocation. The Buyer and the Seller shall file all applicable Tax Returns (including IRS Form 8594) in a manner consistent with the Tax Allocation as finalized under this Section 7.3, and neither the Seller nor the Buyer shall take any position inconsistent with such allocation on any Tax Return, audit, examination, investigation or similar proceeding, unless required to do so by Law. Notwithstanding the preceding sentence, if the Seller objects in writing to the Tax Allocation within 30 days of receiving such Tax Allocation, the Seller and Purchaser the Buyer shall cooperate in good faith to resolve their differences; provided, that if, after 30 days from the date that the Seller provided its written objections, the Seller and the Buyer are unable to resolve their differences and mutually agree to such on the appropriate allocation and shall reduce such agreement to writing, which agreement each party shall be reflected in an Exhibit 2.1(j) to be approved by Seller and Purchaser prior to Closing. Seller and Purchaser shall jointly and properly execute each party’s respective completed Internal Revenue Service Form 8594, and any other forms or statements required by the Code (or state or local Tax law), Treasury Regulations or the Internal Revenue Service or other Governmental Authority (together with any and all attachments required to be filed therewith), which forms and statements will be prepared in a manner consistent with the Purchase Price Allocation. Seller and Purchaser shall file timely such forms and statements with the Internal Revenue Service or other Governmental Authority. The Purchase Price Allocation shall be appropriately adjusted permitted to take into account any subsequent payments under this Agreement and any other subsequent events required to be taken into account under Section 1060 of the Code. Seller and Purchaser shall not file any Tax Return or other documents or otherwise take any an independent position with respect to Taxes that is inconsistent the purchase price allocation on its applicable Tax Returns (including IRS Form 8594) or in connection with the Purchase Price Allocation; providedany audit, howeverexamination, that neither Seller nor Purchaser shall be obligated to litigate any challenge to such allocation by any Governmental Authority. Seller and Purchaser shall promptly inform one another of any challenge by any Governmental Authority to any allocation made pursuant to this Section 2.1(j) and agree to consult with and keep one another informed with respect to the state of, and any discussion, proposal investigation or submission with respect to, such challengesimilar proceeding related thereto.

Tax Allocation. Prior If a Section 338(h)(10) Election is made, Sellers and US Buyer agree that the amount allocated to LiveArea US under Section 2.02 shall be allocated among the Closing, Seller assets of LiveArea US and Purchaser the restrictive covenants set forth in Section 5.08 for all purposes (including Tax and financial accounting) as shown on the allocation schedule (the “Allocation Schedule”). The Allocation Schedule shall cooperate in good faith to determine a reasonable allocation of the total consideration paid for the Transferred Assets, as finally determined pursuant to Section 2.1(d), Section 2.1(i) and Section 3.3, be prepared by US Buyer in accordance with Section 1060 of the Code and Code, the Treasury Regulations promulgated and Treasury Regulation Section 1.338-6 thereunder (and any similar provision of state, local, or foreign Law, as appropriate), and the methodology set forth on Schedule 6.05(b) attached hereto. US Buyer shall deliver the Allocation Schedule within 60 days following the final determination of Closing Working Capital. If Parent notifies US Buyer in writing that Parent objects to one or more items reflected in the Allocation Schedule (the “Purchase Price AllocationAllocation Schedule Dispute Notice”). Seller , Parent and Purchaser US Buyer shall cooperate negotiate in good faith to mutually agree resolve such dispute; provided, however, that if Parent and US Buyer are unable to resolve any dispute with respect to the Allocation Schedule within 60 days following Parent’s delivery of the Allocation Schedule Dispute Notice, such allocation and shall reduce such agreement to writing, which agreement dispute shall be reflected in an Exhibit 2.1(j) to resolved by the Independent Accountant. The fees and expenses of the Independent Accountant shall be approved shared equally by Seller and Purchaser prior to Closing. Seller and Purchaser shall jointly and properly execute each party’s respective completed Internal Revenue Service Form 8594Parent, on the one hand, and any by US Buyer, on the other forms or statements required by hand. Buyers, the Code LiveArea Companies and Sellers shall file all Tax Returns (or state or local Tax law), Treasury Regulations or the Internal Revenue Service or other Governmental Authority (together with any including amended returns and all attachments required to be filed therewith), which forms claims for refund) and statements will be prepared information reports in a manner consistent with the Purchase Price Allocation. Seller Allocation Schedule and Purchaser shall file timely such forms and statements with the Internal Revenue Service or other Governmental Authority. The Purchase Price Allocation shall be appropriately adjusted to take into account any subsequent payments under this Agreement and any other subsequent events required to be taken into account under Section 1060 of the Code. Seller and Purchaser shall not file any Tax Return or other documents or otherwise take any position with respect to Taxes before any Governmental Authority that is inconsistent with the Allocation Schedule. Any adjustments to the Purchase Price Allocation; provided, however, that neither Seller nor Purchaser pursuant to Section 2.04 herein shall be obligated to litigate any challenge to such allocation by any Governmental Authority. Seller and Purchaser shall promptly inform one another of any challenge by any Governmental Authority to any allocation made pursuant to this Section 2.1(j) and agree to consult allocated in a manner consistent with and keep one another informed with respect to the state of, and any discussion, proposal or submission with respect to, such challengeAllocation Schedule.