TAX REPORTING ALLOCATION Clause Samples

TAX REPORTING ALLOCATION. All Tax Returns and other filings and information reports of any kind relating to any Tax matters that are required to be filed or prepared by any party to this Agreement and reflective of this Agreement or any transaction contemplated hereby or referenced herein shall be based upon and consistent with the M▇▇▇▇▇▇▇ & S▇▇▇▇▇▇ Appraisal and Valuation Report(s) concerning the assets of National prepared in compliance with certain provisions outlined in the Code and the allocation and valuation principles, parameters, and conclusions therein, and no party hereto shall take any position on any Tax Return or other filing, or information report relating to Tax matters of any kind that is inconsistent therewith. Effective as of the closing of the transactions contemplated under the Membership Interest Purchase Agreement (the “Purchase Agreement”) dated as of December 5, 2011 by and among Leucadia National Corporation, a New York corporation (“Assignee”), National Beef Packing Company, LLC, a Delaware limited liability company (“National”), the Sellers set forth in the Introduction of the Purchase Agreement, and TMK Holdings, LLC, a Missouri limited liability company, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, U.S. Premium Beef, LLC, a Delaware limited liability company (“Assignor”), hereby assigns, transfers and conveys to Assignee, all right, title and interest in and to a portion of Assignor’s membership interest in National representing 56.2415% of the outstanding membership interest in National, pursuant to the terms of the Purchase Agreement.