Tax Election; Preparation of PBBC Short Year Return; Allocation of Price Sample Clauses

Tax Election; Preparation of PBBC Short Year Return; Allocation of Price. (a) In connection with the Code Section 338 (h)(10) election provided in Section 3.6(b) below, not later than the Closing, Sleepmaster and PBBC shall act together in good faith to determine and agree upon a "Modified Aggregate Deemed Sales Price" with respect to PBBC (within the meaning of, and in accordance with, Treasury Regulation Section 1.338(h)(10)-1(f). Schedule 3.6 sets forth the proper allocations of the Modified Aggregate Deemed Sale Price among the respective assets of PBBC (in accordance with Code Section 338(b)(5) and the Treasury regulations promulgated thereunder).Sleepmaster, the Surviving Corporation, PBBC and the Company Stockholders shall be bound by such determinations and allocations for all purposes (including financial, accounting and tax reporting purposes).Sleepmaster, the Surviving Corporation, PBBC and the Company Stockholders will prepare and file their respective tax returns and information reports in a manner and on a basis consistent with such determinations and allocations. None of PBBC, the Company's Stockholders, the Surviving Corporation and Sleepmaster shall take any position (on any applicable tax return, in any proceeding before any taxing authority or otherwise) for purposes of federal, state or local income tax, respecting the foregoing determinations and allocations which is inconsistent with the determinations and allocations so agreed upon by the Parties in accordance with this Section. In the event that such values set forth in the Allocation Schedule attached hereto is disputed by any taxing authority, the party receiving notice of the dispute shall promptly notify the Representative and Sleepmaster, as the case may be, concerning resolution of the dispute. 24
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Related to Tax Election; Preparation of PBBC Short Year Return; Allocation of Price

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