Common use of Allocation Methodology Clause in Contracts

Allocation Methodology. For purposes of determining the Tax consequences of the transactions contemplated by this Agreement to all parties hereto, including the character of the Skyline Members’ gain recognition under Section 751(a) of the Code, the fair market value of the assets and liabilities of Skyline shall be determined using the allocation methodology to be agreed upon by the Parties prior to the Closing (the “Allocation Methodology”). CHC, Skyline, the Surviving Company, and the Skyline Members shall file all Tax Returns in a manner consistent with the Allocation Methodology, and shall take no position before any Governmental Authority or in any legal proceeding that is inconsistent with the Allocation Methodology; provided, that (i) nothing contained herein shall prevent any party from settling in good faith any proposed deficiency or adjustment by a governmental authority based upon or arising out of the Allocation Methodology, and (ii) no party shall be required to litigate before any court any proposed deficiency or adjustment by a governmental authority challenging the Allocation Methodology.