Transfer Price Allocation Sample Clauses

Transfer Price Allocation. The Parties shall allocate the Transfer Price and the Liability Value in accordance with Schedules B and C to this Agreement and shall report the transfer of the Transferred Assets and Assumed Liabilities for all tax purposes in a manner consistent with that allocation.
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Transfer Price Allocation. The Transfer Price shall be allocated among the Transferred Assets in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provision of state, local or foreign Law, as appropriate) (the “Allocation”). The Allocation shall be delivered by Purchaser to Seller within thirty (30) days after the Closing Date for Seller’s review and comment, and Purchaser shall reflect any reasonable comments to the Allocation by Seller. Seller and Purchaser shall work in good faith to resolve any disputes relating to the Allocation. If Seller and Purchaser are unable to resolve any such dispute within thirty (30) days following the date such Allocation is delivered by Purchaser to Seller, such dispute shall be resolved promptly by a nationally recognized accounting firm acceptable to both Purchaser and Seller, the costs of which shall be borne equally by Seller, on the one hand, and Purchaser, on the other hand. No Party shall take any Tax position on or file any Tax Return that is inconsistent with such Allocation (as may be modified by this Section 5.8(a)).
Sample 1

Related to Transfer Price Allocation

  • Allocation Following the Closing, Purchaser shall prepare and deliver to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price and other consideration paid in exchange for the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, of the Tax Code (the “Allocation”). The applicable Seller shall have thirty (30) days after the delivery of the Allocation to review and consent to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated herein.

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