Common use of Tax Matters; Allocation of Purchase Price Clause in Contracts

Tax Matters; Allocation of Purchase Price. (a) The Parties will use commercially reasonable efforts to agree upon an allocation of the consideration referred to in Section 1.3, plus the amount of the Assumed Liabilities included in the amount realized on the sale of the Assets for federal income Tax purposes, among the Assets (the “Allocation”) as soon as possible after the Closing Date (but at least within 45 days following the Closing Date). The Allocation will be determined in a manner consistent with this Section 1.4 and Section 1060 of the Internal Revenue Code of 1986 (the “Code”) and the Treasury Regulations thereunder. The Allocation will be conclusive and binding upon the Parties for Tax purposes, each Party will file all returns and reports relating to Taxes, including without limitation Form 8594, consistent with the Allocation, and neither Party will take or permit any of its Affiliates or representatives to take any position on any Tax return, with any taxing authority or in any judicial Tax proceeding that is inconsistent with the Allocation except as required by a final determination within the meaning of Section 1313(a) of the Code or any corresponding provision of any applicable state or local law. Each Party will promptly provide the other Party with any additional information required to complete Form 8594. Each Party will timely notify the other Party, and will timely provide the other Party with reasonable assistance, in the event of an examination, audit or other proceeding regarding the Allocation. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (b) Purchaser shall reimburse each of Seller and Subsidiary for 50% of the amount of any sales taxes, use taxes, transfer taxes, documentary charges, recording fees, filing fees or similar taxes, charges, fees or expenses (collectively, “Transfer Taxes”) that may become payable in connection with the sale of the Assets to Purchaser, the assumption by Purchaser of the Assumed Liabilities or any of the other transactions contemplated by this Agreement. The Parties will cooperate to the extent commercially reasonable to minimize the Transfer Taxes. (c) All real property taxes, personal property taxes, ad valorem obligations, similar recurring taxes and fees, general assessments and special assessments imposed on or with respect to the Assets (“Property Taxes”) for any Straddle Period shall be prorated between Seller and Subsidiary, on one hand, and Purchaser, on the other hand, as of the close of business on the Closing Date on a daily basis. Seller and Subsidiary shall be responsible for all such Property Taxes accruing under such daily proration methodology for the portion of the Straddle Period up to and including the Closing Date. Purchaser shall be responsible for all such Property Taxes accruing under such daily proration methodology for the portion of the Straddle Period beginning on the day after the Closing Date. The Party responsible for filing returns relating to Property Taxes for a Straddle Period shall file such returns but shall be entitled to reimbursement for any Property Taxes that are allocable to the other Party under this Section 1.4(c).

Tax Matters; Allocation of Purchase Price. (a) The Parties will use commercially reasonable efforts to agree upon an allocation of the consideration referred to in Section 1.3, plus the amount of the Assumed Liabilities included in the amount realized on the sale of the Assets for federal income Tax purposes, among the Assets (the “Allocation”) as soon as possible Sellers shall promptly after the Closing Date (but at least within 45 days following the Closing Date). The Allocation will be determined in a manner consistent with this Section 1.4 prepare and Section 1060 of the Internal Revenue Code of 1986 (the “Code”) and the Treasury Regulations thereunder. The Allocation will be conclusive and binding upon the Parties for Tax purposes, each Party will file all Tax Returns and other reports and returns and reports required by any Legal Requirement relating to Taxes, including without limitation Form 8594, consistent with the Allocation, and neither Party will take or permit any of its Affiliates or representatives to take any position on any Tax return, with any taxing authority or in any judicial Tax proceeding that is inconsistent with the Allocation except as required by a final determination within the meaning of Section 1313(a) of the Code Seller or any corresponding provision business, asset, or activity of any applicable state or local law. Each Party will promptly provide Seller, to and including the other Party with any additional information required to complete Form 8594. Each Party will timely notify the other Party, and will timely provide the other Party with reasonable assistance, in the event of an examination, audit or other proceeding regarding the Allocation. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionsEffective Time. (b) Purchaser After the Closing Date, the Parties shall reimburse cooperate fully with each of Seller other and Subsidiary for 50% shall make available to each other, as reasonably requested, all information, records or documents relating to Tax liabilities or potential Tax liabilities with respect to the operation of the amount Facilities or ownership of the Assets for all periods prior to the Effective Time and shall preserve all such information, records and documents at least until the expiration of any sales taxesapplicable statute of limitations or extensions thereof. The Parties shall also make available to each other as reasonably required, use taxesand at the reasonable cost of the requesting Party (for out-of-pocket costs and expenses only), transfer taxespersonnel responsible for preparing or maintaining information, documentary charges, recording fees, filing fees or similar taxes, charges, fees or expenses (collectively, “Transfer Taxes”) that may become payable records and documents in connection with the sale of the Assets to Purchaser, the assumption by Purchaser of the Assumed Liabilities or any of the other transactions contemplated by this Agreement. The Parties will cooperate to the extent commercially reasonable to minimize the Transfer TaxesTax matters. (c) All real property taxesThe Seller Representative and Purchaser shall cooperate in the preparation of a joint schedule (the “Allocation Schedule”) allocating the Purchase Price (including, personal property taxesfor purposes of this Section, ad valorem obligationsany other consideration paid by Purchaser for the Assets and any Assumed Liabilities), similar recurring taxes among the Assets. Sellers and feesPurchaser each agree to file IRS Form 8594, general assessments and special assessments imposed all federal, state, local and foreign tax returns, in accordance with the Allocation Schedule. Sellers and Purchaser each agree to provide the other promptly with any other information required to complete the Allocation Schedule. If, however, the Seller Representative and Purchaser are unable to complete such schedule on or before the Final Net Assets Settlement Date, or by such later date as may agreed upon by the Seller Representative and Purchaser, each of Sellers and Purchaser may file IRS Form 8594, and any federal, state, local and foreign tax returns, allocating the Purchase Price (as defined for purposes of this Section) among the Assets in the manner each believes appropriate, provided such allocation is reasonable and in accordance with Section 1060 of the Code and the regulations thereunder. (d) Sellers and Purchaser shall cooperate with each other, and shall cause their respective representatives and attorneys to cooperate with each other, in obtaining any tax clearance certificates or similar documentation necessary for avoiding Tax withholding with respect to the Assets (“Property Taxes”) for any Straddle Period shall be prorated between Seller and Subsidiary, on one hand, and Purchaser, on the other hand, as payment of the close of business on Purchase Price or the Closing Date on a daily basis. Seller and Subsidiary shall be responsible for all such Property Taxes accruing under such daily proration methodology for the portion assumption of the Straddle Period up to and including the Closing DateAssumed Liabilities. Purchaser shall be responsible for all entitled to withhold amounts from the Purchase Price and pay such Property Taxes accruing amounts over to applicable tax authorities as required under applicable Tax laws, and any such daily proration methodology for the portion of the Straddle Period beginning on the day after the Closing Date. The Party responsible for filing returns relating to Property Taxes for a Straddle Period shall file such returns but withholding tax payments shall be entitled deemed to reimbursement be a payment to Sellers in accordance with the requirements of this Agreement. Sellers shall indemnify Purchaser and hold Purchaser harmless for any Property Taxes liability of Purchaser for any amount that are allocable was required to be withheld from the other Party under this Section 1.4(c)Purchase Price with respect to any Tax of any Seller and that was not so withheld.

Tax Matters; Allocation of Purchase Price. (a) The Parties will use commercially reasonable efforts to agree upon an allocation of the consideration referred to in Section 1.3, plus the amount of the Assumed Liabilities included in the amount realized on the sale of the Assets for federal income Tax purposes, among the Assets (the “Allocation”) as soon as possible after the Closing Date (but at least within 45 days following the Closing Date). The Allocation will be determined in a manner consistent with this Section 1.4 and Section 1060 of the Internal Revenue Code of 1986 (the “Code”) and the Treasury Regulations thereunder. The Allocation will be conclusive and binding upon the Parties for Tax purposes, each Party will file all returns and reports relating to Taxes, including without limitation Form 8594, consistent with the Allocation, and neither Party will take or permit any of its Affiliates or representatives to take any position on any Tax return, with any taxing authority or in any judicial Tax proceeding that is inconsistent with the Allocation except as required by a final determination within the meaning of Section 1313(a) of the Code or any corresponding provision of any applicable state or local law. Each Party will promptly provide the other Party with any additional information required to complete Form 8594. Each Party will timely notify the other Party, and will timely provide the other Party with reasonable assistance, in the event of an examination, audit or other proceeding regarding the Allocation. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.Information Omitted (b) Purchaser shall reimburse each of Seller and Subsidiary for 50% of the amount of any sales taxes, use taxes, transfer taxes, documentary charges, recording fees, filing fees or similar taxes, charges, fees or expenses (collectively, “Transfer Taxes”) that may become payable in connection with the sale of the Assets to Purchaser, the assumption by Purchaser of the Assumed Liabilities or any of the other transactions contemplated by this Agreement. The Parties will cooperate to the extent commercially reasonable to minimize the Transfer Taxes. (c) All real property taxes, personal property taxes, ad valorem obligations, similar recurring taxes and fees, general assessments and special assessments imposed on or with respect to the Assets (“Property Taxes”) for any Straddle Period shall be prorated between Seller and Subsidiary, on one hand, and Purchaser, on the other hand, as of the close of business on the Closing Date on a daily basis. Seller and Subsidiary shall be responsible for all such Property Taxes accruing under such daily proration methodology for the portion of the Straddle Period up to and including the Closing Date. Purchaser shall be responsible for all such Property Taxes accruing under such daily proration methodology for the portion of the Straddle Period beginning on the day after the Closing Date. The Party responsible for filing returns relating to Property Taxes for a Straddle Period shall file such returns but shall be entitled to reimbursement for any Property Taxes that are allocable to the other Party under this Section 1.4(c).