Common use of Allocation of Base Purchase Price Clause in Contracts

Allocation of Base Purchase Price. The parties agree that the Base Purchase Price shall be allocated among the Assets and the Trademark License Agreement as set forth in Schedule 2.2. The Buyer and the Seller agree that the allocations set forth in Schedule 2.2 were bargained for and negotiated. The Buyer and the Seller agree to prepare and file all tax returns in a manner consistent with the allocations provided herein. The Buyer and the Seller shall each provide to the other for review a copy of their reports with respect to this transaction pursuant to Section 1060 of the Internal Revenue Code of 1986, as amended, at least ten (10) business days prior to its submission to the Internal Revenue Service. In the event that the Internal Revenue Service shall require a change in such allocations, neither party shall be liable for the tax consequences to the other party of such change.

Allocation of Base Purchase Price. The parties agree that the Base Purchase Price shall be allocated among the Assets and the Trademark License Agreement as set forth in Schedule 2.2. The Buyer and the Seller agree that the allocations set forth in Schedule 2.2 were bargained for and negotiated. The Buyer and the Seller agree to prepare and file all tax returns in a manner consistent with the allocations provided herein. The Buyer and the Seller shall each provide to the other for review a copy of their reports with respect to this transaction pursuant to Section 1060 of the Internal Revenue Code of 1986, as amended, at least ten (10) business days prior to its submission to the Internal Revenue Service. In the event that the Internal Revenue Service shall require a change in such allocations, neither party shall be liable for the tax consequences to the other party of such change.