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

Tax Treatment; Purchase Price Allocation. Purchaser and Seller agree that, for U.S. federal and applicable state income Tax purposes, the sale of the Purchased Interests is properly treated as a sale of all of the assets of the Company and its Subsidiary. Purchaser and Seller agree to cooperate in the preparation of a joint allocation schedule which allocates the Aggregate Purchase Price among such acquired assets in accordance with Section 1060 of the Code (the “Purchase Price Allocation Schedule”). If Purchaser and Seller are unable to agree on the Purchase Price Allocation Schedule within sixty (60) days following the Closing Date, then any remaining disputed matters will be finally and conclusively determined by the Accounting Arbitrator, the fees and expenses of which shall be allocated to be paid by Purchaser, on the one hand, and Seller, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party, as determined by the Accounting Arbitrator. Notwithstanding the foregoing, Purchaser and Seller agree that for purposes of the Purchase Price Allocation Schedule, the principles set forth in Exhibit C shall apply, and the Accounting Arbitrator shall be required to follow the principles set forth therein in resolving any such dispute. Purchaser and Seller shall each file its respective Tax Returns (including IRS Form 8594) in accordance with such allocation schedule and shall not take any position on any Tax Return or during the course of any audit or other Action that is inconsistent therewith, unless required otherwise by applicable Tax law. The Purchase Price Allocation Schedule shall be adjusted as necessary to reflect adjustments to the Aggregate Purchase Price pursuant to Section 2.6 in a manner consistent with the principles used to create the Purchase Price Allocation Schedule.

Tax Treatment; Purchase Price Allocation. Purchaser The Parties agree that the purchase and Seller agree that, for U.S. federal and applicable state income Tax purposes, the sale of the Purchased Target Interests is properly intended to be treated as a purchase and sale of all of the assets of the Company for U.S. federal Income Tax purposes (and its Subsidiary. Purchaser applicable state and Seller agree local Tax purposes) and no Party shall take any position in any Tax Return, in any Tax examination, audit, claim or similar Proceeding that is inconsistent with such treatment; provided, that Buyer’s obligation to cooperate in act consistently with such position is contingent on the preparation of a joint allocation schedule which allocates the Aggregate Purchase Price among such acquired assets in accordance with Section 1060 accuracy of the Code (the “Purchase Price Allocation Schedule”representation in Section 7.12(n). If Purchaser and Seller are unable to agree on the Purchase Price Allocation Schedule within sixty Within thirty (6030) days following the Closing Datefinal determination of the Final Purchase Price, then Seller shall prepare and provide to Buyer an allocation of the Final Purchase Price and any remaining disputed matters will be finally and conclusively determined by other items that are treated as consideration for U.S. federal Income Tax purposes among the Accounting Arbitratorsix categories of assets specified in Part II of IRS Form 8594 (Asset Acquisition Statement under Section 1060) (the “Allocation”). Buyer shall notify Seller in writing within thirty (30) days of receipt of the Allocation of any comments to the Allocation. If Buyer does not deliver any written notice of objection to the Allocation within such thirty (30)-day period, the fees Allocation shall be final, conclusive and expenses binding on the Parties. If a written notice of which objection is timely delivered to Seller, Xxxxxx and Xxxxx will negotiate in good faith for a period of twenty (20) days to resolve such dispute (the “Allocation Dispute Resolution Period”). If, during the Allocation Dispute Resolution Period, Seller and Buyer resolve their differences in writing as to any disputed amount, (a) such resolution shall be deemed final and binding with respect to such amount for the purpose of determining that component of the Allocation, (b) any subsequent adjustments to Final Purchase Price for U.S. federal Income Tax purposes shall be allocated to be paid by Purchaser, on the one hand, and Seller, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party, as determined by the Accounting Arbitrator. Notwithstanding the foregoing, Purchaser and Seller agree that for purposes of the Purchase Price Allocation Schedule, the principles set forth in Exhibit C shall apply, and the Accounting Arbitrator shall be required to follow the principles set forth therein in resolving any such dispute. Purchaser and Seller shall each file its respective Tax Returns (including IRS Form 8594) in accordance with such allocation schedule and shall not take any position on any Tax Return or during the course of any audit or other Action that is inconsistent therewith, unless required otherwise by applicable Tax law. The Purchase Price Allocation Schedule shall be adjusted as necessary to reflect adjustments to the Aggregate Purchase Price pursuant to Section 2.6 in a manner consistent with the principles used Allocation as finally determined, (c) the Parties shall report consistently with this Section 2.9 in all Tax Returns, including Internal Revenue Service (“IRS”) Form 8594 (or applicable successor form) and any other information or Tax Returns or supplement thereto required to create be filed under Section 1060 of the Purchase Price Code, which each Party shall timely file with the IRS, and (d) no Party shall take any position in any Tax Return, in any Tax examination, audit, claim or similar Proceeding that is inconsistent with the Allocation, except that no Party shall be unreasonably impeded in its ability and discretion to negotiate, compromise or settle any Tax examination, audit, claim or similar proceedings in connection with the intended tax treatment or Allocation. Notwithstanding the foregoing, if Seller and Buyer cannot mutually agree on the Allocation Schedule(after good faith efforts to do so), each Party shall be entitled to determine its own allocation and file its IRS Form 8594 consistent therewith.

Tax Treatment; Purchase Price Allocation. As promptly as practicable after the Closing Date but no later than forty five (45) days after the Closing, Purchaser and shall deliver to Seller agree that, for U.S. federal and applicable state income Tax purposes, the sale of the Purchased Interests is properly treated as a sale of all of the assets of the Company and its Subsidiary. Purchaser and Seller agree to cooperate in the preparation of a joint allocation schedule which allocates the Aggregate Purchase Price among such acquired assets in accordance with Section 1060 of the Code statement (the “Purchase Price Allocation Schedule”), allocating the purchase price (and all other amounts required to be included in the purchase price for U.S. federal and applicable state income tax purposes) among the assets of the Companies in accordance with the principles reflected in Exhibit B. If within thirty (30) days after the delivery of the Purchase Price Allocation Schedule, Seller shall notify Purchaser in writing that Seller objects to the allocation set forth in the Purchase Price Allocation Schedule (which objection may be based solely on the failure to allocate in accordance with this Section 1.8 and Exhibit B), Purchaser and Seller shall use commercially reasonable efforts to resolve such dispute within twenty (20) days. If In the event that Purchaser and Seller are unable to agree on resolve such dispute within such twenty (20)-day period, then Purchaser and Seller shall refer the matter to the Independent Auditor in accordance with Section 1.5(b); except that the sole issue presented to the Independent Auditor shall be the conformance of the disputed allocations with this Section 1.8 and Exhibit B. Purchaser and Seller shall be bound by the Purchase Price Allocation Schedule, as adjusted, for purposes of determining any Taxes and shall act in accordance with the Purchase Price Allocation Schedule within sixty in the preparation, filing and audit of any Tax Return (60) days following the Closing Date, then any remaining disputed matters will be finally and conclusively determined by the Accounting Arbitrator, the fees and expenses of which shall be allocated to be paid by Purchaser, on the one hand, and Seller, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party, as determined by the Accounting Arbitratorincluding IRS Form 8594). Notwithstanding the foregoing, Purchaser and Seller agree that for For purposes of the Purchase Price Allocation Schedule, if there is an adjustment to the principles set forth in Exhibit C shall applypurchase price pursuant to any provision of this Agreement, and the Accounting Arbitrator adjustment shall be required to follow the principles set forth therein in resolving any such dispute. Purchaser and Seller shall each file its respective Tax Returns (including IRS Form 8594) allocated in accordance with such allocation schedule Section 1060 of the Code and shall not take any position on any Tax Return or during the course of any audit or other Action that is inconsistent therewith, unless required otherwise by applicable Tax law. The Purchase Price Allocation Schedule shall be adjusted as necessary to reflect adjustments to the Aggregate Purchase Price pursuant to Section 2.6 in a manner consistent with the principles used to create the Purchase Price Allocation ScheduleRegulations thereunder.

Tax Treatment; Purchase Price Allocation. Purchaser The Buyer and Seller the Sellers agree that, that the purchase and sale of the Metalex Securities is intended for U.S. federal and applicable state income Tax purposes, the sale of the Purchased Interests is properly tax purposes to be treated as a the purchase and sale of all of the assets of Metalex. With respect to the Company and its Subsidiary. Purchaser and Seller agree to cooperate in the preparation of a joint allocation schedule which allocates the Aggregate Purchase Price among such acquired assets in accordance with Section 1060 purchase of the Code (the “Purchase Price Allocation Schedule”). If Purchaser and Seller are unable to agree on the Purchase Price Allocation Schedule Metalex Securities, within sixty (60) days following of the Closing Datefinal determination of the Working Capital Amount pursuant to the terms and conditions hereof, then any remaining disputed matters will be finally the Buyer shall provide to the Sellers a schedule allocating the Base Purchase Price among the assets of Metalex for review and conclusively determined approval by the Accounting ArbitratorSellers, the fees and expenses of which shall be allocated prepared in accordance with the applicable provisions of the Code and the allocation methodology set forth on Exhibit 11.7. Following receipt thereof, the Sellers shall have a period of twenty (20) days to provide the Buyer with a statement of any disputed items with respect to such allocation. In the event the Sellers provide such statement and the Sellers and the Buyer are unable to reach agreement with respect to any disputed items within a period of twenty (20) days after the Buyer’s receipt of such statement, all such disputed items shall be paid by Purchaser, on submitted to the one handIndependent Accounting Firm for final resolution, and Seller, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears Buyer shall pay all fees in connection therewith owed to the amount actually contested by such party, as determined Independent Accounting Firm. The allocation ultimately agreed upon by the Accounting ArbitratorBuyer and the Sellers under this Section 11.7 shall be referred to herein as the “Metalex Purchase Price Allocation Schedule”. Notwithstanding The parties hereto shall make appropriate adjustments to the foregoing, Purchaser and Seller Metalex Purchase Price Allocation Schedule to reflect changes in the Base Purchase Price. The parties hereto agree that for all Tax reporting purposes of to report the transactions contemplated by this Agreement in accordance with the Metalex Purchase Price Allocation Schedule, as adjusted pursuant to the principles set forth in Exhibit C shall applypreceding sentence, and the Accounting Arbitrator shall be required to follow the principles set forth therein in resolving any such dispute. Purchaser and Seller shall each file its respective Tax Returns (including IRS Form 8594) in accordance with such allocation schedule and shall not take any position on any Tax Return or during the course of any audit or other Action proceeding inconsistent with such allocations and schedule unless required by a determination of the applicable Governmental Body that is inconsistent therewith, unless required otherwise by applicable Tax law. The Purchase Price Allocation Schedule shall be adjusted as necessary to reflect adjustments to the Aggregate Purchase Price pursuant to Section 2.6 in a manner consistent with the principles used to create the Purchase Price Allocation Schedulefinal.