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

Tax Treatment; Purchase Price Allocation. (a) The Purchaser and the Seller agree that, since each Company is classified as a disregarded entity for U.S. federal and applicable state and local income Tax purposes, the sale and purchase of the Interests shall be treated for U.S. federal and applicable state and local income Tax purposes as a sale by Seller and purchase by Purchaser of the assets of each Company, subject to the liabilities of the Company. The Parties agree to file all applicable Tax Returns consistent with the treatment described in this Section 2.4(a) and to not otherwise take any Tax position to the contrary, unless otherwise required by applicable Law. (b) Within 60 days after the final determination of the Final Closing Amounts in accordance with Section 2.3, Purchaser shall prepare and deliver to Seller a schedule setting forth the allocation of the Purchase Price among the assets of the Company in accordance with Section 1060 of the Code (the “Proposed Allocation”) for Seller’s review. If Seller disagrees with the Proposed Allocation, Seller may, within 30 days after delivery of the Proposed Allocation, deliver written notice to Purchaser setting forth in reasonable detail its disagreement with the Proposed Allocation. In the event that Seller does not provide such a notice of disagreement within such 30-day period, Seller and Purchaser shall be deemed to have agreed to the Proposed Allocation, which shall be final, binding and conclusive for all purposes hereunder. In the event any such notice of disagreement is timely provided, the Proposed Allocation will be final, binding and conclusive for all purposes hereunder except as to the disagreements duly raised in such notice, and Seller and Purchaser shall work together in good faith for a period of 30 days (or such longer period as they may mutually agree) to resolve any such disagreements with respect to the Proposed Allocation. If, at the end of such period, they are unable to resolve such disagreements, then any such remaining disagreements shall be resolved by the Accounting Referee in accordance with the procedures, and the fees and expenses of the Accounting Referee shall be borne by Seller and Purchaser in accordance with the rules, set forth in Section 2.3(d). The Proposed Allocation as finally agreed or determined pursuant to this Section 2.4(a) shall be the “Final Allocation.” (c) The Final Allocation shall be adjusted as mutually agreed by Seller and Purchaser for any subsequent adjustments to the purchase price for the Interests under this Agreement. Seller and Purchaser shall file all Tax Returns consistent with the Final Allocation.

Tax Treatment; Purchase Price Allocation. (a) The Purchaser and Parties agree that the Seller agree that, since each Company is classified as a disregarded entity for U.S. federal and applicable state and local income Tax purposes, the sale and purchase of the Interests shall transactions contemplated by this Agreement will be treated for U.S. federal and applicable state and local income Income Tax purposes as a sale by Seller and purchase by Purchaser to Buyer of all of the assets of each Company, subject to the liabilities of the Company. The Parties agree to file all applicable Tax Returns consistent with the treatment described in this Section 2.4(a) and to not otherwise take any Tax position to the contrary, unless otherwise required by applicable Law. (b) Within 60 days after the final determination of the Final Closing Amounts in accordance with Section 2.3, Purchaser Buyer shall prepare and deliver to Seller a schedule setting forth the an allocation of the Purchase Price purchase price (as determined for U.S. federal Income Tax purposes) among the assets of the Company in accordance with Section 1060 of the Code and the Treasury regulations promulgated thereunder and, to the extent permitted by applicable Law, in a manner consistent with the Allocated Values (the “Proposed Allocation”) for Seller’s reviewno later than sixty (60) days after the determination of the Final Purchase Price. The Parties acknowledge that the portion of the purchase price paid in Buyer Common Stock shall be based on the fair market value of such stock on the Closing Date. Seller shall notify Buyer in writing within fifteen (15) days of receipt of the Allocation of any comments to the Allocation. If Seller disagrees with does not deliver any written notice of objection to the Proposed AllocationAllocation within such fifteen (15) day period, the Allocation shall be final, conclusive and binding on the Parties. If a written notice of objection is timely delivered to Buyer, Seller mayand Buyer will negotiate in good faith for a period of twenty (20) days to resolve such dispute (the “Allocation Dispute Resolution Period”). If, within 30 days after delivery during the Allocation Dispute Resolution Period, Seller and Buyer resolve their differences in writing as to any disputed amount, such resolution shall be deemed final and binding with respect to such amount for the purpose of determining that component of the Proposed Allocation, deliver written notice to Purchaser setting forth in reasonable detail its disagreement with the Proposed Allocation. In the event that Seller does and Buyer do not provide such a notice resolve all of disagreement within such 30-day period, Seller and Purchaser shall be deemed the items disputed in the Allocation prior to have agreed to the Proposed Allocation, which shall be final, binding and conclusive for all purposes hereunder. In the event any such notice of disagreement is timely provided, the Proposed Allocation will be final, binding and conclusive for all purposes hereunder except as to the disagreements duly raised in such notice, and Seller and Purchaser shall work together in good faith for a period of 30 days (or such longer period as they may mutually agree) to resolve any such disagreements with respect to the Proposed Allocation. If, at the end of the Allocation Dispute Resolution Period, all such period, they are unable to resolve such disagreements, then any such remaining disagreements unresolved disputed items shall be resolved determined by the Accounting Referee Firm in accordance with the proceduresprocedures of Section 2.7(c), mutatis mutandis. Such determination shall be final and binding and the fees and expenses of the Accounting Referee Allocation shall be borne by Seller updated to reflect such determination. Any subsequent adjustments to purchase price for U.S. federal Income Tax purposes shall be allocated in a manner consistent with the Allocation as finally determined hereunder and Purchaser in accordance with Section 1060 of the rulesCode. The Parties shall, set forth and shall cause their Affiliates to, report consistently with the Allocation, as finally determined in accordance with this Section 2.8, in all Tax Returns, including Internal Revenue Service (“IRS”) Form 8594, and no Party shall take any Tax position (including in any Tax Return and in any Tax examination, audit, claim or similar proceeding) that is inconsistent with the Allocation, as finally determined in accordance with this Section 2.8, in each case, unless required to do so by a final determination as defined in Section 2.3(d). The Proposed Allocation as finally agreed 1313 of the Code (or determined pursuant to this Section 2.4(aany similar provision of applicable state, local or non-U.S. Tax Law) or with the other Party’s prior written consent; provided, however, 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 “Final Allocation.” (c) The Final Allocation shall be adjusted as mutually agreed by Seller and Purchaser for any subsequent adjustments to the purchase price for the Interests under this Agreement. Seller and Purchaser shall file all Tax Returns consistent with the Final Allocation.

Tax Treatment; Purchase Price Allocation. (a) The Purchaser and Parties agree that the Seller agree that, since each Company is classified as a disregarded entity for U.S. federal and applicable state and local income Tax purposes, the sale and purchase of the Interests shall transactions contemplated by this Agreement will be treated for U.S. federal and applicable state and local income Income Tax purposes as a sale by Seller and purchase by Purchaser to Buyer of all of the assets of each Company, subject to the liabilities of Target Group (other than the Company. The Parties agree to file all applicable assets treated as held by the Tax Returns consistent with the treatment described in this Section 2.4(aPartnership) and to not otherwise take any Seller’s partnership interest in the Tax position to the contrary, unless otherwise required by applicable Law. (b) Within 60 days after the final determination of the Final Closing Amounts in accordance with Section 2.3, Purchaser Partnership. Buyer shall prepare and deliver to Seller a schedule setting forth the an allocation of (a) the Purchase Price purchase price (as determined for U.S. federal Income Tax purposes) among the assets of the Company Target Group (other than the assets treated as held by the Tax Partnership) and Seller’s partnership interest in the Tax Partnership and (b) the portion of the purchase price allocated to Seller’s partnership interest in the Tax Partnership among the assets treated as held by the Tax Partnership, in each case, in accordance with Section 1060 of the Code and the Treasury regulations promulgated thereunder and, to the extent permitted by applicable Law, in a manner consistent with the Allocated Values (the “Proposed Allocation”) for Seller’s reviewno later than sixty (60) days after the determination of the Final Purchase Price. The Parties acknowledge that the portion of the purchase price paid in Buyer Parent Common Stock shall be based on the fair market value of such stock on the Closing Date. Seller shall notify Buyer in writing within fifteen (15) days of receipt of the Allocation of any comments to the Allocation. If Seller disagrees with does not deliver any written notice of objection to the Proposed AllocationAllocation within such fifteen (15)-day period, the Allocation shall be final, conclusive and binding on the Parties. If a written notice of objection is timely delivered to Buyer, Seller mayand Buyer will negotiate in good faith for a period of twenty (20) days to resolve such dispute (the “Allocation Dispute Resolution Period”). If, within 30 days after delivery during the Allocation Dispute Resolution Period, Seller and Buyer resolve their differences in writing as to any disputed amount, such resolution shall be deemed final and binding with respect to such amount for the purpose of determining that component of the Proposed Allocation, deliver written notice to Purchaser setting forth in reasonable detail its disagreement with the Proposed Allocation. In the event that Seller does and Buyer do not provide such a notice resolve all of disagreement within such 30-day period, Seller and Purchaser shall be deemed the items disputed in the Allocation prior to have agreed to the Proposed Allocation, which shall be final, binding and conclusive for all purposes hereunder. In the event any such notice of disagreement is timely provided, the Proposed Allocation will be final, binding and conclusive for all purposes hereunder except as to the disagreements duly raised in such notice, and Seller and Purchaser shall work together in good faith for a period of 30 days (or such longer period as they may mutually agree) to resolve any such disagreements with respect to the Proposed Allocation. If, at the end of the Allocation Dispute Resolution Period, all such period, they are unable to resolve such disagreements, then any such remaining disagreements unresolved disputed items shall be resolved determined by the Accounting Referee Firm in accordance with the proceduresprocedures of Section 2.7(c), mutatis mutandis. Such determination shall be final and binding and the fees and expenses of the Accounting Referee Allocation shall be borne by Seller updated to reflect such determination. Any subsequent adjustments to purchase price for U.S. federal Income Tax purposes shall be allocated in a manner consistent with the Allocation as finally determined hereunder and Purchaser in accordance with Section 1060 of the rulesCode. The Parties shall, set forth and shall cause their Affiliates to, report consistently with the Allocation, as finally determined in accordance with this Section 2.8, in all Tax Returns, including Internal Revenue Service (“IRS”) Form 8594, and no Party shall take any Tax position (including in any Tax Return and in any Tax examination, audit, claim or similar proceeding) that is inconsistent with the Allocation, as finally determined in accordance with this Section 2.8, in each case, unless required to do so by a final determination as defined in Section 2.3(d). The Proposed Allocation as finally agreed 1313 of the Code (or determined pursuant to this Section 2.4(aany similar provision of applicable state, local or foreign law) or with the other Party’s prior written consent; provided, however, 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 “Final Allocation.” (c) The Final Allocation shall be adjusted as mutually agreed by Seller and Purchaser for any subsequent adjustments to the purchase price for the Interests under this Agreement. Seller and Purchaser shall file all Tax Returns consistent with the Final Allocation.

Tax Treatment; Purchase Price Allocation. (a) The Purchaser and Parties agree that the Seller agree that, since each Company is classified as a disregarded entity for U.S. federal and applicable state and local income Tax purposes, the sale and purchase of the Interests shall transactions contemplated by this Agreement will be treated for U.S. federal and applicable state and local income Income Tax purposes as a sale by Seller and purchase by Purchaser to Buyer of all of the assets of each Company, subject to the liabilities of the Company. The Parties agree to file all applicable Tax Returns consistent with the treatment described in this Section 2.4(a) and to not otherwise take any Tax position to the contrary, unless otherwise required by applicable Law. (b) Within 60 days after the final determination of the Final Closing Amounts in accordance with Section 2.3, Purchaser Buyer shall prepare and deliver to Seller a schedule setting forth the an allocation of the Purchase Price purchase price (as determined for U.S. federal Income Tax purposes) among the assets of the Company in accordance with Section 1060 of the Code and the Treasury regulations promulgated thereunder and, to the extent permitted by applicable Law, in a manner consistent with the Allocated Values (the “Proposed Allocation”) for Seller’s reviewno later than sixty (60) days after the determination of the Final Purchase Price. Seller shall notify Buyer in writing within fifteen (15) days of receipt of the Allocation of any comments to the Allocation. If Seller disagrees with does not deliver any written notice of objection to the Proposed AllocationAllocation within such fifteen (15) day period, the Allocation shall be final, conclusive and binding on the Parties. If a written notice of objection is timely delivered to Buyer, Seller mayand Buyer will negotiate in good faith for a period of twenty (20) days to resolve such dispute (the “Allocation Dispute Resolution Period”). If, within 30 days after delivery during the Allocation Dispute Resolution Period, Seller and Buyer resolve their differences in writing as to any disputed amount, such resolution shall be deemed final and binding with respect to such amount for the purpose of determining that component of the Proposed Allocation, deliver written notice to Purchaser setting forth in reasonable detail its disagreement with the Proposed Allocation. In the event that Seller does and Buyer do not provide such a notice resolve all of disagreement within such 30-day period, Seller and Purchaser shall be deemed the items disputed in the Allocation prior to have agreed to the Proposed Allocation, which shall be final, binding and conclusive for all purposes hereunder. In the event any such notice of disagreement is timely provided, the Proposed Allocation will be final, binding and conclusive for all purposes hereunder except as to the disagreements duly raised in such notice, and Seller and Purchaser shall work together in good faith for a period of 30 days (or such longer period as they may mutually agree) to resolve any such disagreements with respect to the Proposed Allocation. If, at the end of the Allocation Dispute Resolution Period, all such period, they are unable to resolve such disagreements, then any such remaining disagreements unresolved disputed items shall be resolved determined by the Accounting Referee Firm in accordance with the proceduresprocedures of Section 2.7(c), mutatis mutandis. Such determination shall be final and binding and the fees and expenses of the Accounting Referee Allocation shall be borne by Seller updated to reflect such determination. Any subsequent adjustments to purchase price for U.S. federal Income Tax purposes shall be allocated in a manner consistent with the Allocation as finally determined hereunder and Purchaser in accordance with Section 1060 of the rulesCode. The Parties shall, set forth and shall cause their Affiliates to, report consistently with the Allocation, as finally determined in accordance with this Section 2.8, in all Tax Returns, including Internal Revenue Service (“IRS”) Form 8594, and no Party shall take any Tax position (including in any Tax Return and in any Tax examination, audit, claim or similar proceeding) that is inconsistent with the Allocation, as finally determined in accordance with this Section 2.8, in each case, unless required to do so by a final determination as defined in Section 2.3(d). The Proposed Allocation as finally agreed 1313 of the Code (or determined pursuant to this Section 2.4(aany similar provision of applicable state, local or non-U.S. Tax Law) or with the other Party’s prior written consent; provided, however, 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 “Final Allocation.” (c) The Final Allocation shall be adjusted as mutually agreed by Seller and Purchaser for any subsequent adjustments to the purchase price for the Interests under this Agreement. Seller and Purchaser shall file all Tax Returns consistent with the Final Allocation.

Tax Treatment; Purchase Price Allocation. (a) The Purchaser and the Seller agree that, since each Company is classified as a disregarded entity for For U.S. federal and applicable state and local income Tax tax purposes, the sale Parties agree to treat the Purchaser’s acquisition of the Transferred Assets and the Transferred Equity Interests as a taxable purchase of the Interests shall be treated for U.S. federal Transferred Assets and applicable state and local income Tax purposes as a sale by Seller and purchase by Purchaser of the assets of each Company, subject to owned by the liabilities of Transferred Entities (the Company“Agreed Tax Treatment”). The Parties agree to Each Party shall file all applicable Tax Returns consistent consistently with the treatment described in this Section 2.4(a) and to not otherwise take any Agreed Tax position to the contraryTreatment, unless except as otherwise required by applicable Law. (b) Within 60 days after The parties agree that, the final determination Purchase Price, plus the aggregate amount of any Liabilities treated as having been assumed by Purchaser for U.S. federal income Tax purposes as a result of Purchaser’s purchase of the Final Closing Amounts in accordance with Section 2.3Transferred Assets and Transferred Equity Interests pursuant to the terms of this Agreement and other amounts properly treated as additional consideration for applicable Tax purposes shall be allocated among the Transferred Assets, Purchaser shall prepare and deliver to Seller a schedule setting forth the allocation of the Purchase Price among the assets of the Company MMIS Entities and the covenant not to compete in Section 5.08 as of the Closing in accordance with Section 1060 of the Code and any similar provision of state, local or foreign Law, as applicable, and the methodology set forth on Exhibit D (the “Proposed Allocation”) ). Within 90 days after the final determination of the Purchase Price, Purchaser shall provide Seller with a proposed final Allocation for Seller’s reviewreview and approval, consistent with the methodology set forth on Exhibit D. The Allocation shall become final and binding 45 days after Purchaser provides the Allocation to Seller, unless Seller object to the Allocation. In that case, Seller and Purchaser shall attempt in good faith to agree upon the Allocation, which shall become final and binding when such agreement is reached. If Seller disagrees with and Purchaser cannot agree on all or a portion of the Proposed Allocation within 45 days of Seller’s objection to the Allocation, Seller mayand Purchaser shall submit any disputed items for resolution by the Independent Auditor, which determination of the Independent Auditor shall be consistent with Exhibit D. Seller and Purchaser shall each request that the Independent Auditor make a final determination as to the disputed items, including the valuation methodology (if at issue), within 30 days after delivery of such submission. Any additional data requested by the Proposed Allocation, deliver written notice Independent Auditor at its sole discretion in order to Purchaser setting forth in reasonable detail its disagreement with the Proposed Allocation. In the event that Seller does not provide such make a notice of disagreement within such 30-day period, Seller and Purchaser final determination shall be deemed to have agreed delivered by the parties to the Proposed Allocation, which Independent Auditor in a timely manner. The Allocation shall be final, binding and conclusive for all purposes hereunder. In the event any such notice of disagreement is timely provided, the Proposed Allocation will be final, binding and conclusive for all purposes hereunder except as to the disagreements duly raised in such notice, and Seller and Purchaser shall work together in good faith for a period of 30 days (or such longer period as they may mutually agree) to resolve any such disagreements with respect to the Proposed Allocation. If, at the end of such period, they are unable to resolve such disagreements, then any such remaining disagreements shall be resolved by the Accounting Referee amended in accordance with the proceduresfindings of the Independent Auditor, and the fees Allocation, as so amended, shall become binding upon the parties and shall be the Allocation. The fees, costs and expenses of the Accounting Referee shall be borne by Seller and Purchaser in accordance with the rules, set forth in Section 2.3(d). The Proposed Allocation as finally agreed or determined Independent Auditor pursuant to this Section 2.4(a) 8.07 shall be the “Final Allocationborne equally by Purchaser and Seller.” (c) The Final Allocation Purchaser and Seller shall, and shall be adjusted as mutually agreed by Seller and Purchaser for any subsequent adjustments cause their respective Affiliates to the purchase price for the Interests under this Agreement. Seller and Purchaser shall file all applicable Tax Returns in a manner consistent with the Final Allocation finalized pursuant to Section 8.07(a); provided, however, that nothing contained herein shall be construed so as to prevent Purchaser, Seller or their respective Affiliates from settling, or require any of them to litigate, any proposed deficiency or adjustment by any Governmental Authority challenging such Allocation.

Tax Treatment; Purchase Price Allocation. (ai) The Purchaser and the Seller agree that, since each Company is classified as a disregarded entity for U.S. federal and applicable state and local For income Tax purposes, the sale and purchase of parties agree that the Interests Buyer shall be treated for U.S. federal and applicable state and local income Tax purposes as a sale by Seller and purchase by Purchaser of acquiring the assets of each Company, subject to the liabilities of the Company. The Parties agree to file all applicable Company and its Subsidiaries that are disregarded entities for federal income Tax Returns consistent with the treatment described in this Section 2.4(a) and to not otherwise take any Tax position to the contrary, unless otherwise required by applicable Lawpurposes. (bii) Within 60 sixty (60) days after of the final determination of the Final Closing Amounts in accordance with Section 2.3Net Working Capital, Purchaser as finally determined hereunder, the Buyer shall prepare and deliver to the Seller a schedule setting forth the allocation of allocating the Purchase Price (and applicable liabilities of the Companies) among the assets of the Company in accordance with Section 1060 of the Code and its Subsidiaries that are disregarded entities for federal income Tax purposes) (the “Proposed AllocationPurchase Price Allocation Schedule”) for Seller’s review). If Seller disagrees with the Proposed Allocation, Seller may, within 30 days after delivery of the Proposed Allocation, deliver written notice to Purchaser setting forth in reasonable detail its disagreement with the Proposed Allocation. In the event that Seller does not provide such a notice of disagreement within such 30-day period, Seller and Purchaser The Purchase Price Allocation Schedule shall be deemed to have agreed to the Proposed Allocation, which shall be final, binding and conclusive for all purposes hereunder. In the event any such notice of disagreement is timely provided, the Proposed Allocation will be final, binding and conclusive for all purposes hereunder except as to the disagreements duly raised in such notice, and Seller and Purchaser shall work together in good faith for a period of 30 days (or such longer period as they may mutually agree) to resolve any such disagreements with respect to the Proposed Allocation. If, at the end of such period, they are unable to resolve such disagreements, then any such remaining disagreements shall be resolved by the Accounting Referee prepared in accordance with the proceduresapplicable provisions of the Code and consistent with the methodologies set forth in Schedule 8.03(e). If within the thirty (30) days of receiving the Purchase Price Allocation Schedule, the Seller has not delivered a written notice of objection to Buyer, the Purchase Price Allocation Schedule shall be final and binding on the parties hereto. If within thirty (30) days the Seller objects to the Purchase Price Allocation Schedule, the Seller and Buyer shall cooperate in good faith to resolve their differences, provided that if after thirty (30) days, the Seller and Buyer are unable to agree, the parties shall retain the Firm to resolve their dispute, provided that the Firm utilizes the methodologies for determining fair market sale as set forth on Schedule 8.03(e). The determination of the Firm shall be final and binding on the parties. The cost of the Firm shall be shared equally by the Seller and the fees Buyer. The Buyer and expenses of the Accounting Referee Seller shall be borne by Seller and Purchaser make appropriate adjustments to the Purchase Price Allocation Schedule, as finally determined, to reflect changes in the Purchase Price (or other relevant amounts). (iii) The Purchase Price Allocation Schedule, as finalized in accordance with the rulesterms hereof, set forth in Section 2.3(d). The Proposed Allocation as finally agreed or determined pursuant to this Section 2.4(a) shall be binding on all parties hereto, and subject to appropriate changes to the “Final Allocation.” (c) The Final Purchase Price Allocation shall be adjusted as mutually agreed by Seller and Purchaser for any subsequent Schedule to reflect adjustments to amounts paid to the purchase price for Seller, the Interests under this Agreement. Seller and Purchaser parties hereto shall file (or caused to be filed) all Tax Returns consistent consistently with the Final AllocationTax treatment in Section 8.03(e)(i) and the Purchase Price Allocation Schedule, as finally determined, and not take any position during the course of any audit or other proceeding that is inconsistent with the Tax treatment in Section 8.03(e)(i) or the Purchase Price Allocation Schedule, as finally determined, unless otherwise required by a determination of a Governmental Authority that is final.