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.

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