Common use of Allocation of Closing Purchase Price Clause in Contracts

Allocation of Closing Purchase Price. (a) On or prior to the Closing Date, Buyer and Sellers shall mutually agree upon a written statement (the “Statement of Allocation”) setting forth an allocation of the Closing Purchase Price (“Purchase Price Allocation”) (which for such purpose shall be increased by the amount of the liabilities assumed by Buyer). The Statement of Allocation shall include: (i) the assets to be purchased by each of Buyer LLC and Buyer NQ Sub; (ii) the portion of the Closing Purchase Price (whether cash or Units) that will be paid by or on behalf of Buyer LLC and Buyer NQ Sub to acquire the Acquired Assets, and (iii) an allocation of the portion of the Closing Purchase Price paid by or on behalf of each of Buyer LLC and Buyer NQ Sub (“Purchased Acquired Assets Allocation”) among each of the respective categories of Acquired Assets that are purchased. Buyer and Sellers agree that each of the allocations required to be prepared pursuant to this Section 1.8 shall be prepared in accordance with the provisions of Section 1060 of the Code, the Treasury Regulations promulgated thereunder and any similar provisions of state, local or foreign law, as applicable. (b) All federal, state, local and foreign income Tax Returns of Sellers and Buyer shall be filed consistently with the information set forth on the Statement of Allocation. Moreover, Sellers and Buyer further agree to file IRS Form 8594 (and any corresponding form required to be filed by a state or local Taxing Authority) in a manner that is consistent with the Purchased Acquired Assets Allocation. Sellers and Buyer agree to promptly provide each other with any information necessary to complete such Tax Returns and IRS Form 8594 (and any corresponding form required to be filed by a state or local Taxing Authority). Sellers and Buyer shall not take any position on a Tax Return, tax proceeding or audit that is inconsistent with any information set forth on the Statement of Allocation. (c) Sellers and Buyer, as applicable, agree that all “Book-Tax Disparities” (as such term is defined in the First Amended and Restated Limited Partnership Agreement of StoneMor Partners L.P.) on property acquired by Buyer for Units shall be eliminated through application of the principles of Treasury Regulation Section 1.704-3(d).

Allocation of Closing Purchase Price. (a) On or prior to the Closing Date, Buyer and Sellers Seller and SCI shall mutually agree upon a written statement (the “Statement of Allocation”) setting forth an allocation of the Closing Purchase Price (“Purchase Price Allocation”) (which for such purpose shall be increased by the amount of the liabilities assumed by Buyer). The Statement of Allocation shall include: (i) the assets to be purchased by each of Buyer LLC and Buyer NQ Sub; (ii) the portion of the Closing Purchase Price (whether cash or Units) that will be paid by or on behalf of Buyer LLC and Buyer NQ Sub to acquire the Acquired Assets, and (iii) an allocation of the portion of the Closing Purchase Price paid by or on behalf of each of Buyer LLC and Buyer NQ Sub (“Purchased Acquired Assets Allocation”) among each of the respective categories of Acquired Assets that are purchased. Buyer Buyer, Seller and Sellers SCI agree that each of the allocations required to be prepared pursuant to this Section 1.8 shall be prepared in accordance with the provisions of Section 1060 of the Code, the Treasury Regulations promulgated thereunder and any similar provisions of state, local or foreign law, as applicable. (b) All federal, state, local and foreign income Tax Returns of Sellers Seller, SCI and Buyer shall be filed consistently with the information set forth on the Statement of Allocation. Moreover, Sellers Seller, SCI and Buyer further agree to file IRS Form 8594 (and any corresponding form required to be filed by a state or local Taxing Authority) in a manner that is consistent with the Purchased Acquired Assets Allocation. Sellers Seller, SCI and Buyer agree to promptly provide each other with any information necessary to complete such Tax Returns and IRS Form 8594 (and any corresponding form required to be filed by a state or local Taxing Authority). Sellers Seller, SCI and Buyer shall not take any position on a Tax Return, tax proceeding or audit that is inconsistent with any information set forth on the Statement of Allocation. (c) Sellers and Buyer, as applicable, agree that all “Book-Tax Disparities” (as such term is defined in the First Amended and Restated Limited Partnership Agreement of StoneMor Partners L.P.) on property acquired by Buyer for Units shall be eliminated through application of the principles of Treasury Regulation Section 1.704-3(d).

Allocation of Closing Purchase Price. (a) On or prior Sellers and Buyers agree to allocate and, as applicable, to cause their relevant Affiliates to allocate, the Closing DatePurchase Price, Buyer any payment pursuant to Section 1.11(e) and Sellers shall mutually agree upon a written statement any other items that are treated as additional consideration for Tax purposes (including the assumption of any liabilities) among the Purchased Assets in accordance with Exhibit J attached hereto (the “Statement Allocation Principles”). (b) Within thirty (30) days after the determination of AllocationFinal Closing Working Capital pursuant to Section 1.11, the Buyers shall prepare and deliver to the Sellers a schedule (an “Allocation Schedule”) setting forth an allocation allocating the sum of the Closing Purchase Price and any other items that are treated as additional consideration for Tax purposes (“Purchase Price Allocation”including the assumption of any liabilities) (which for such purpose shall be increased by among the amount of the liabilities assumed by Buyer). The Statement of Allocation shall include: (i) the assets to be purchased by each of Buyer LLC and Buyer NQ Sub; (ii) the portion of the Closing Purchase Price (whether cash or Units) that will be paid by or on behalf of Buyer LLC and Buyer NQ Sub to acquire the Acquired Purchased Assets, and (iii) an allocation of the portion of the Closing Purchase Price paid by or on behalf of each of Buyer LLC and Buyer NQ Sub (“Purchased Acquired Assets Allocation”) among each of the respective categories of Acquired Assets that are purchased. Buyer and Sellers agree that each of the allocations required to be prepared pursuant to this Section 1.8 shall be prepared determined in accordance a manner consistent with the provisions of Allocation Principles, Section 1060 of the Code, as amended, and the U.S. Treasury Regulations promulgated thereunder and any similar provisions of state, local or foreign law, as applicable. (b) All federal, state, local and foreign income Tax Returns of Sellers and Buyer shall be filed consistently with the information set forth on the Statement of Allocation. Moreover, Sellers and Buyer further agree to file IRS Form 8594 (and any corresponding form required to be filed by a state or local Taxing Authority) in a manner that is consistent with the Purchased Acquired Assets Allocation. Sellers and Buyer agree to promptly provide each other with any information necessary to complete such Tax Returns and IRS Form 8594 (and any corresponding form required to be filed by a state or local Taxing Authority). Sellers and Buyer shall not take any position on a Tax Return, tax proceeding or audit that is inconsistent with any information set forth on the Statement of Allocationthereunder. (c) The Sellers and Buyershall have a period of 15 Business Days after the delivery of the Allocation Schedule (the “Response Period”) to notify the Buyers of any objections the Sellers may have to the allocations set forth therein (an “Objections Notice”). Unless the Sellers timely object, as applicable, agree that all “Book-Tax Disparities” (as such term is defined in the First Amended and Restated Limited Partnership Agreement of StoneMor Partners L.P.) on property acquired by Buyer for Units Allocation Schedule shall be eliminated through application binding on the Parties without further adjustment, absent manifest error. (d) If the Sellers shall raise any objections within the Response Period, the Buyers and the Sellers shall negotiate in good faith and use their commercially reasonable efforts to resolve such dispute. If the Parties fail to agree within 45 days after the delivery of the principles Objections Notice, then the disputed items shall be resolved by the accounting firm referenced in Section 1.11(c), whose determination shall be final and binding on the Parties. Any allocation of Treasury Regulation the Closing Purchase Price, any payment pursuant to Section 1.7041.11(e) and any other items that are treated as additional consideration for Tax purposes (including the assumption of any liabilities) determined pursuant to the decision of the accounting firm referenced in Section 1.11(c) shall incorporate, reflect and be consistent with the Allocation Principles. Such accounting firm shall resolve the dispute within 30 days after the item has been referred to it. One-3(d)half of the costs, fees and expenses of such accounting firm shall be paid by the Buyers and one-half of the costs, fees and expenses of such accounting firm shall be paid by the Sellers. (e) The Allocation Schedule as determined in this Section 1.12 shall be amended to reflect any adjustments to the purchase price under this agreement. Unless otherwise required by applicable law, the Buyers and the Sellers shall file all Tax Returns (including Form 8594) consistent with the Allocation Schedule as it may be amended from time to time consistent with the procedures set forth in this Section 1.12.

Allocation of Closing Purchase Price. (a) On or prior The Purchase Price shall be allocated to the Closing Datesale and/or exchange of the Purchased Assets by RGA to RGA Purchaser, Buyer the sale or exchange of the Equity Securities of Elemental by Representative to Elemental Purchaser and Sellers shall mutually agree upon a written statement to the sale and/or exchange of control of the NFPs by Representative to RGA Purchaser as set forth on Schedule 2.5 hereto (the “Statement of AllocationAllocation Principles”) setting forth an allocation of the Closing Purchase Price (“Purchase Price Allocation”) (which for such purpose shall be increased by the amount of the liabilities assumed by Buyer). The Statement of Allocation shall include: Within one hundred twenty (i120) days following the assets Closing, Sellers will prepare and deliver to be purchased by each of Buyer LLC and Buyer NQ Sub; (ii) the portion of the Closing Purchase Price (whether cash or Units) that will be paid by or on behalf of Buyer LLC and Buyer NQ Sub to acquire the Acquired Assets, and (iii) an Purchasers a purchase price allocation of the portion of the Closing Purchase Price paid by or on behalf schedule in respect of each of Buyer LLC the Purchased Assets and Buyer NQ Sub (“Purchased Acquired Assets Allocation”) among each of the respective categories of Acquired Assets that are purchased. Buyer and Sellers agree that each of the allocations required Assumed Liabilities with respect to RGA, with such allocation to be prepared pursuant to this Section 1.8 shall be prepared in accordance with the provisions of Section 1060 of the Code, Code to the Treasury Regulations promulgated thereunder extent applicable thereto and any similar provisions of state, local or foreign lawfiled on IRS Form 8594, as applicable. ) and the allocation principles set forth on Schedule 2.5 hereto. Purchasers and Sellers agree to use commercially reasonable efforts to resolve in good faith any differences with respect to the purchase price allocation schedule. If Purchasers and Sellers are unable to resolve any such differences within thirty (30) days following Sellers’ delivery of the purchase price allocation schedule to Purchasers, Purchasers and Sellers may, for any purpose, take inconsistent positions with respect to the allocation of purchase price (including any undisputed element thereof), provided that neither Purchasers nor Sellers will take any position inconsistent with the Allocation Principles. If Purchasers does not object to the purchase price allocation schedule, or Purchasers and Sellers are able to resolve any differences within the thirty (30)-day period described above, the Parties agree to (a) prepare and file, or cause to be prepared and filed, each of their respective Tax Returns on a basis consistent with such allocation schedule (or such allocation schedule as agreed to by Purchasers and Sellers) and (b) All federalunless otherwise required by Law, state, local take no position inconsistent with such allocation schedule (or such allocation schedule as agreed to by Purchasers and foreign income Tax Returns of Sellers and Buyer shall be filed consistently with the information set forth Sellers) on the Statement of Allocation. Moreover, Sellers and Buyer further agree to file IRS Form 8594 (and any corresponding form required to be filed by a state or local Taxing Authority) in a manner that is consistent with the Purchased Acquired Assets Allocation. Sellers and Buyer agree to promptly provide each other with any information necessary to complete such Tax Returns and IRS Form 8594 (and any corresponding form required to be filed by a state or local Taxing Authority). Sellers and Buyer shall not take any position on a applicable Tax Return, tax proceeding in any Legal Proceeding before any Governmental Authority, in any report made for Tax, financial accounting, or audit that is inconsistent with any information set forth on the Statement of Allocation. (c) Sellers other purpose. RGA and Buyer, as applicable, Representative acknowledge and agree that all “Book-Tax Disparities” (as if any payment is owed by Purchaser to Sellers, the payment of such term is defined in the First Amended and Restated Limited Partnership Agreement of StoneMor Partners L.P.) on property acquired by Buyer for Units amount to RGA shall be eliminated through application deemed a payment of such amount to the principles of Treasury Regulation Section 1.704-3(d)Sellers.

Allocation of Closing Purchase Price. (a) On or An allocation of the Goodwill Price among the Dealerships will be agreed to by the parties as promptly as practicable but in no event later than the tenth (10th) business day after the date hereof. At least ten (10) days prior to the expected Closing Date, Buyer and Sellers the Seller Parties shall mutually agree upon a written statement (provide the “Statement of Allocation”) setting Purchaser with an allocation, substantially in the format set forth an allocation as Exhibit E hereto, of the Closing Purchase Price (“Purchase Price Allocation”) (which for such purpose shall be increased by the amount as determined as of the liabilities assumed by Buyer). The Statement applicable date of Allocation shall include: such allocation) and the applicable Assumed Liabilities (together with any other amounts constituting consideration for U.S. Federal income tax purposes) among (i) the assets to be purchased by each of Buyer LLC Purchased Assets (including the Transferred Interests) and Buyer NQ Sub; (ii) a further allocation of such amounts allocated to the portion Transferred Interests among the assets of the Closing Purchase Price (whether cash or Units) that will be paid by or on behalf of Buyer LLC and Buyer NQ Sub to acquire the Acquired Assets, and (iii) an allocation Transferred Entities in accordance with Section 1060 of the portion of Code and the Closing Purchase Price Treasury regulations promulgated thereunder and consistent with the amounts paid by to the applicable Seller Parties (or on behalf of each of Buyer LLC and Buyer NQ Sub their designees) pursuant to Section 2.06(iii) (the “Purchased Acquired Assets Allocation”) among each of for the respective categories of Acquired Assets that Purchaser’s review and comment. The Purchaser and the Seller Parties shall use commercially reasonable efforts to agree to the Allocation within thirty (30) days following the Closing Date (or within such other time period as mutually agreed to between the Purchaser and the Seller Parties). If the Purchaser and the Seller Parties are purchased. Buyer unable to resolve any disputed item in the Allocation within thirty (30) days following the Closing Date (or within such other time period as mutually agreed to between the Purchaser and Sellers agree that each of the allocations required to be prepared pursuant to this Section 1.8 Seller Parties), any remaining disputed items shall be prepared determined by the Independent Expert in accordance with the provisions of procedures set forth in Section 1060 of the Code, the Treasury Regulations promulgated thereunder and any similar provisions of state, local or foreign law, as applicable2.07. (b) All federalThe Seller Parties and the Purchaser shall, stateand shall cause their respective controlled Affiliates to, local reasonably cooperate to adjust the Allocation to reflect any subsequent adjustments to (i) the consideration paid for the Purchased Assets (including the Transferred Interests), (ii) the Closing Purchase Price or (iii) any other amounts constituting consideration for U.S. federal income tax purposes. The Seller Parties and foreign income Tax Returns of Sellers and Buyer the Purchaser shall be filed report consistently with the information set forth Allocation on the Statement of Allocation. Moreoverall Tax Returns, Sellers and Buyer further agree to file including IRS Form 8594 (8594, which the Purchaser and any corresponding form required to be filed by a state or local Taxing Authority) in a manner that is consistent the Seller Parties shall timely file with the Purchased Acquired Assets Allocation. Sellers IRS, and Buyer agree to promptly provide each other with neither the Purchaser nor any information necessary to complete such Tax Returns and IRS Form 8594 (and any corresponding form required to be filed by a state or local Taxing Authority). Sellers and Buyer Seller Party shall not take any position on a in any Tax Return, tax proceeding or audit Return that is inconsistent with the Allocation, as adjusted, in each case, unless required to do so by a final “determination” as defined in Section 1313(a) of the Code (or any information set forth on similar provision of applicable state, local, or non-U.S. Tax Law); provided, however, that neither the Statement of Purchaser nor any Seller Party shall be unreasonably impeded in its ability and discretion to negotiate, compromise and/or settle any Tax Action in connection with the Allocation. (c) Sellers and Buyer, as applicable, agree that all “Book-Tax Disparities” (as such term is defined in the First Amended and Restated Limited Partnership Agreement of StoneMor Partners L.P.) on property acquired by Buyer for Units shall be eliminated through application of the principles of Treasury Regulation Section 1.704-3(d).

Allocation of Closing Purchase Price. (a) On or prior to the Closing Date, Buyer and Sellers Seller shall mutually agree upon a written statement (the “Statement of Allocation”) setting forth an allocation of the Closing Purchase Price (“Purchase Price Allocation”) (which for such purpose shall be increased by the amount of the liabilities assumed by Buyer). The Statement of Allocation shall include: (i) the assets to be purchased by each of Buyer LLC and Buyer NQ Sub; (ii) the portion of the Closing Purchase Price (whether cash or Units) that will be paid by or on behalf of Buyer LLC and Buyer NQ Sub to acquire the Acquired Assets, and (iii) include an allocation of the portion of the Closing Purchase Price paid by or on behalf of each of Buyer LLC and Buyer NQ Sub Plymouth (“Purchased Acquired Assets Allocation”) among each of the respective categories of Acquired Assets that are purchased. Buyer and Sellers Seller agree that each of the allocations required to be prepared pursuant to this Section 1.8 shall be prepared in accordance with the provisions of Section 1060 of the Code, the Treasury Regulations promulgated thereunder and any similar provisions of state, local or foreign law, as applicable. (b) All federal, state, local local, and foreign income Tax Returns of Sellers Seller and Buyer shall be filed consistently with the information set forth on the Statement of Allocation. Moreover, Sellers Seller and Buyer further agree to file IRS Form 8594 (and any corresponding form required to be filed by a state or local Taxing Authority) in a manner that is consistent with the Purchased Acquired Assets Allocation. Sellers Seller and Buyer agree to promptly provide each other with any information necessary to complete such Tax Returns and IRS Form 8594 (and any corresponding form required to be filed by a state or local Taxing Authority). Sellers Seller and Buyer shall not take any position on a Tax Return, tax proceeding or audit that is inconsistent with any information set forth on the Statement of Allocation. (c) Sellers and Buyer, as applicable, agree that all “Book-Tax Disparities” (as such term is defined in the First Amended and Restated Limited Partnership Agreement of StoneMor Partners L.P.) on property acquired by Buyer for Units shall be eliminated through application of the principles of Treasury Regulation Section 1.704-3(d).

Allocation of Closing Purchase Price. (a) On or An allocation of the Goodwill Price among the Dealerships will be agreed to by the parties as promptly as practicable but in no event later than the tenth (10th) business day after the date hereof. At least ten (10) days prior to the expected Closing Date, Buyer and Sellers the Seller Parties shall mutually agree upon a written statement (provide the “Statement of Allocation”) setting Purchaser with an allocation, substantially in the format set forth an allocation as Exhibit E hereto, of the Closing Purchase Price (as determined as of the applicable date of such allocation) and the applicable Assumed Liabilities (together with any other amounts constituting consideration for U.S. Federal income tax purposes) among the Purchased Assets (including the Transferred Interests) and a further allocation of such amounts allocated to the Transferred Interests among the assets of the Transferred Entities in accordance with Section 1060 of the Code and the Treasury regulations promulgated thereunder and consistent with the amounts paid to the applicable Seller Parties (or their designees) pursuant to Section 2.06(iii) (the “Purchase Price Allocation”) for the Purchaser’s review and comment. The Purchaser and the Seller Parties shall use commercially reasonable efforts to agree to the Allocation within thirty (which for 30) days following the Closing Date (or within such purpose other time period as mutually agreed to between the Purchaser and the Seller Parties). If the Purchaser and the Seller Parties are unable to resolve any disputed item in the Allocation within thirty (30) days following the Closing Date (or within such other time period as mutually agreed to between the Purchaser and the Seller Parties), any remaining disputed items shall be increased determined by the amount of the liabilities assumed by Buyer). The Statement of Allocation shall include: (i) the assets to be purchased by each of Buyer LLC and Buyer NQ Sub; (ii) the portion of the Closing Purchase Price (whether cash or Units) that will be paid by or on behalf of Buyer LLC and Buyer NQ Sub to acquire the Acquired Assets, and (iii) an allocation of the portion of the Closing Purchase Price paid by or on behalf of each of Buyer LLC and Buyer NQ Sub (“Purchased Acquired Assets Allocation”) among each of the respective categories of Acquired Assets that are purchased. Buyer and Sellers agree that each of the allocations required to be prepared pursuant to this Section 1.8 shall be prepared Independent Expert in accordance with the provisions of procedures set forth in Section 1060 of the Code, the Treasury Regulations promulgated thereunder and any similar provisions of state, local or foreign law, as applicable2.07. (b) All federalThe Seller Parties and the Purchaser shall, stateand shall cause their respective controlled Affiliates to, local reasonably cooperate to adjust the Allocation to reflect any subsequent adjustments to the consideration paid for the Purchased Assets (including the Transferred Interests), the Closing Purchase Price or any other amounts constituting consideration for U.S. federal income tax purposes. The Seller Parties and foreign income Tax Returns of Sellers and Buyer the Purchaser shall be filed report consistently with the information set forth Allocation on the Statement of Allocation. Moreoverall Tax Returns, Sellers and Buyer further agree to file including IRS Form 8594 (8594, which the Purchaser and any corresponding form required to be filed by a state or local Taxing Authority) in a manner that is consistent the Seller Parties shall timely file with the Purchased Acquired Assets Allocation. Sellers IRS, and Buyer agree to promptly provide each other with neither the Purchaser nor any information necessary to complete such Tax Returns and IRS Form 8594 (and any corresponding form required to be filed by a state or local Taxing Authority). Sellers and Buyer Seller Party shall not take any position on a in any Tax Return, tax proceeding or audit Return that is inconsistent with the Allocation, as adjusted, in each case, unless required to do so by a final “determination” as defined in Section 1313(a) of the Code (or any information set forth on similar provision of applicable state, local, or non-U.S. Tax Law); provided, however, that neither the Statement of Purchaser nor any Seller Party shall be unreasonably impeded in its ability and discretion to negotiate, compromise and/or settle any Tax Action in connection with the Allocation. (c) Sellers and Buyer, as applicable, agree that all “Book-Tax Disparities” (as such term is defined in the First Amended and Restated Limited Partnership Agreement of StoneMor Partners L.P.) on property acquired by Buyer for Units shall be eliminated through application of the principles of Treasury Regulation Section 1.704-3(d).

Allocation of Closing Purchase Price. (a) On or prior Within 120 days following the Closing, Seller will prepare and deliver to the Closing Date, Buyer and Sellers shall mutually agree upon Purchaser a written statement proposed purchase price allocation schedule (the “Statement of AllocationProposed Allocation Schedule”) setting forth an allocation of allocating the Closing Purchase Price (and other items of consideration (including the Assumed Liabilities) and capitalized costs for U.S. federal income tax purposes) among the Purchased Assets in accordance with Section 1060 of the Code and the Treasury Regulations thereunder. If the Proposed Allocation Schedule deviates from the allocation principles proposed by the MMT Parties and set forth on Schedule Section 2.66 hereto (the “Purchase Price AllocationAllocation Principles”), the Seller shall provide a good faith explanation as part of the Proposed Allocation Schedule as to why the Proposed Allocation Schedule deviates from the Allocation Principles. If, within thirty (30) days after Purchaser’s receipt of the Proposed Allocation Schedule, the Purchaser notifies Seller in writing that Purchaser disagrees with the Proposed Allocation Schedule, then Purchaser and Seller shall use commercially reasonable efforts to resolve in good faith any differences with respect to the Proposed Allocation Schedule. If the Purchaser does not so notify Seller within fifteen (which for 15) days of receipt of the Proposed Allocation Schedule, or upon resolution of the disputed items by the Purchaser and Seller, the Proposed Allocation shall become final and binding on both Purchaser and Seller (the “Final Allocation Schedule”). If the Seller and Purchaser are unable to resolve their disagreement within thirty (30) days following any such purpose notification by the Purchaser, the dispute shall be increased submitted to the Independent Accounting Firm, whose expense shall be borne one-half by the amount Seller and one-half by the Purchaser, for speedy resolution of the liabilities assumed by Buyer). The Statement of Allocation shall include: (i) the assets to be purchased by each of Buyer LLC and Buyer NQ Sub; (ii) the portion of the Closing Purchase Price (whether cash or Units) that will be paid by or on behalf of Buyer LLC and Buyer NQ Sub to acquire the Acquired Assets, and (iii) an allocation of the portion of the Closing Purchase Price paid by or on behalf of each of Buyer LLC and Buyer NQ Sub (“Purchased Acquired Assets Allocation”) among each of the respective categories of Acquired Assets that are purchased. Buyer and Sellers agree that each of the allocations required to be prepared pursuant to this Section 1.8 shall be prepared disputed items in accordance with the provisions of this Section 1060 2.66 and consistent with Schedule Section 2.66. The allocation delivered by the Independent Accounting Firm shall be the Final Allocation Schedule and binding on both Purchaser and Seller. The Parties agree (a) to report, act, prepare and file, or cause to be prepared and filed, each of their respective Tax Returns (including IRS Form 8594) in all respects and for all purposes consistent with the Code, the Treasury Regulations promulgated thereunder Final Allocation Schedule and any similar provisions of state, local or foreign law, as applicable. (b) All federalunless otherwise required by a “determination” within the meaning of Section 1313 of the Code or otherwise by Law, state, local and foreign income Tax Returns of Sellers and Buyer shall be filed consistently to take no position inconsistent with the information set forth Final Allocation Schedule on the Statement of Allocation. Moreover, Sellers and Buyer further agree to file IRS Form 8594 (and any corresponding form required to be filed by a state or local Taxing Authority) in a manner that is consistent with the Purchased Acquired Assets Allocation. Sellers and Buyer agree to promptly provide each other with any information necessary to complete such Tax Returns and IRS Form 8594 (and any corresponding form required to be filed by a state or local Taxing Authority). Sellers and Buyer shall not take any position on a applicable Tax Return, tax proceeding in any Legal Proceeding before any Governmental Authority, in any report made for Tax, financial accounting, or audit that is inconsistent with any information set forth on the Statement of Allocationother purpose. (c) Sellers and Buyer, as applicable, agree that all “Book-Tax Disparities” (as such term is defined in the First Amended and Restated Limited Partnership Agreement of StoneMor Partners L.P.) on property acquired by Buyer for Units shall be eliminated through application of the principles of Treasury Regulation Section 1.704-3(d).

Allocation of Closing Purchase Price. (a) On or prior to the Closing Date, Buyer and Sellers shall mutually agree upon a written statement (the “Statement of Allocation”) setting forth an allocation of the Closing Purchase Price (the “Purchase Price Allocation”) (which for such purpose shall be increased by ), properly adjusted to reflect the amount of the paid for federal income tax purposes, including with respect to any liabilities assumed by Buyer)Buyer which are properly included in such purchase price for tax purposes. The Statement of Allocation shall include: (i) the assets to be purchased by each of Buyer LLC and Buyer NQ Sub; (ii) the portion of the Closing Purchase Price (whether cash or Units) that will be paid by or on behalf of Buyer LLC and Buyer NQ Sub to acquire the Acquired Assets, and (iii) an allocation of the portion parties of such purchase price relating to the Closing Purchase Price paid by or on behalf noncompetition agreement provided under Section 7.1(i), to the respective stock interests acquired in the Companies, and, in the case of each of Buyer LLC and Buyer NQ Sub Companies which are limited liability companies (“Purchased Acquired Assets AllocationLLCs”) among each ), to the assets of the respective categories of Acquired Assets that are purchasedsuch Companies. Buyer and Sellers agree that each of the allocations required to be prepared pursuant to this Section 1.8 shall 1.4 shall, with respect to the stock of LLCs treated for tax purposes as asset acquisitions, be prepared in accordance with the provisions of Section 1060 of the Code, the Treasury Regulations promulgated thereunder and any similar provisions of state, local or foreign law, as applicable. (b) All federal, state, local and foreign income Tax Returns of Sellers and Buyer shall be filed consistently with the information set forth on the Statement of Allocation. Moreover, Sellers and Buyer further agree to file IRS Form 8594 (and any corresponding form required to be filed by a state or local Taxing Authority) in a manner that is consistent with the Purchased Acquired Assets Purchase Price Allocation. Sellers and Buyer agree to promptly provide each other with any information necessary to complete such Tax Returns and IRS Form 8594 (and any corresponding form required to be filed by a state or local Taxing Authority). Sellers and Buyer shall not take any position on a Tax Return, tax proceeding or audit that is inconsistent with any information set forth on the Statement of Allocation. (c) Sellers and Buyer, as applicable, agree that all “Book-Tax Disparities” (as such term is defined in the First Amended and Restated Limited Partnership Agreement of StoneMor Partners L.P.) on property acquired by Buyer for Units shall be eliminated through application of the principles of Treasury Regulation Section 1.704-3(d).

Allocation of Closing Purchase Price. (a) On or prior to the Closing Date, Buyer and Sellers Seller and SCI shall mutually agree upon a written statement (the “Statement of Allocation”) setting forth an allocation of the Closing Purchase Price (“Purchase Price Allocation”) (which for such purpose shall be increased by the amount of the liabilities assumed by Buyer). The Statement of Allocation shall include: (i) the assets to be purchased by each of Buyer LLC and Buyer NQ Sub; (ii) the portion of the Closing Purchase Price (whether cash or Units) that will be paid by or on behalf of Buyer LLC and Buyer NQ Sub to acquire the Acquired Assets, and (iii) an allocation of the portion of the Closing Purchase Price paid by or on behalf of each of Buyer LLC and Buyer NQ Sub (“Purchased Acquired Assets Allocation”) among each of the respective categories of Acquired Assets that are purchased. Buyer Buyer, Seller and Sellers SCI agree that each of the allocations required to be prepared pursuant to this Section 1.8 shall be prepared in accordance with the provisions of Section 1060 of the Code, the Treasury Regulations promulgated thereunder and any similar provisions of state, local or foreign law, as applicable. (b) All federal, state, local local, and foreign income Tax Returns of Sellers Seller, SCI, and Buyer shall be filed consistently with the information set forth on the Statement of Allocation. Moreover, Sellers Seller, SCI and Buyer further agree to file IRS Form 8594 (and any corresponding form required to be filed by a state or local Taxing Authority) in a manner that is consistent with the Purchased Acquired Assets Allocation. Sellers Seller, SCI and Buyer agree to promptly provide each other with any information necessary to complete such Tax Returns and IRS Form 8594 (and any corresponding form required to be filed by a state or local Taxing Authority). Sellers Seller, SCI and Buyer shall not take any position on a Tax Return, tax proceeding or audit that is inconsistent with any information set forth on the Statement of Allocation. (c) Sellers and Buyer, as applicable, agree that all “Book-Tax Disparities” (as such term is defined in the First Amended and Restated Limited Partnership Agreement of StoneMor Partners L.P.) on property acquired by Buyer for Units shall be eliminated through application of the principles of Treasury Regulation Section 1.704-3(d).

Allocation of Closing Purchase Price. (a) On or prior After the Closing, the parties shall cooperate in good faith to the Closing Date, Buyer agree on a fair and Sellers shall mutually agree upon a written statement (the “Statement of Allocation”) setting forth an reasonable allocation of the Closing Purchase Price (“Purchase Price Allocation”) (which for such purpose shall be increased by among the amount of the liabilities assumed by Buyer). The Statement of Allocation shall include: (i) the assets to be purchased by each of Buyer LLC and Buyer NQ Sub; (ii) the portion of the Closing Purchase Price (whether cash or Units) that will be paid by or on behalf of Buyer LLC and Buyer NQ Sub to acquire the Acquired Assets, and (iiiwhich allocation shall take into account Schedule 6.2(l) an allocation of the portion of the Closing Purchase Price paid hereto, as required by or on behalf of each of Buyer LLC and Buyer NQ Sub (“Purchased Acquired Assets Allocation”) among each of the respective categories of Acquired Assets that are purchased. Buyer and Sellers agree that each of the allocations required to be prepared pursuant to this Section 1.8 shall be prepared in accordance with the provisions of Section 1060 of the Code, the Code and Treasury Regulations promulgated thereunder and any similar provisions of state, local or applicable foreign law. If the parties do not reach agreement on such allocation within ten (10) Business Days from the Closing Date, as applicable. (b) All federal, state, local and foreign income Tax Returns of Sellers and Buyer the specific matters in dispute among the parties regarding such allocation shall be filed consistently submitted to the Arbitrating Accountants, which firm shall make a final and binding determination as to such matter or matters. The Arbitrating Accountants shall deliver to the parties their written determination regarding the matters submitted to them within ten (10) Business Days, which determination shall be binding and conclusive upon all parties with respect to the information set forth on allocation of the Statement Closing Purchase Price. Fees and expenses of Allocationthe Arbitrating Accountants shall be paid 50% by Purchasers and 50% by Sellers. MoreoverUpon determination of the allocation of the Closing Purchase Price in accordance with this Section 7.4, Sellers and Buyer further agree to Purchasers shall file IRS Form 8594 all required information and tax returns (and any corresponding form required to be filed by a state or local Taxing Authorityamendments thereto) in a manner consistent with this Section 7.4 and comply with the information reporting requirements of Section 1060 of the Code and Treasury Regulations promulgated thereunder and any applicable foreign law. If, contrary to the intent of the parties hereto as expressed in this Section 7.4, any U.S. or foreign taxing authority makes or proposes an allocation different from that contained in this Section 7.4, Sellers and Purchasers shall cooperate with each other in good faith to contest such taxing authority's allocation (or proposed allocation); provided, however, that, after consultation with the party adversely affected by such allocation (or proposed allocation), another party hereto may file such protective claims or returns as may reasonably be required to protect its interests. JAKKS agrees to indemnify and hold harmless each of the Sellers from any Losses arising out of or resulting from any reallocation of the Closing Purchase Price among the Assets that is consistent with the Purchased Acquired Assets Allocation. Sellers and Buyer agree to promptly provide each other with required by any information necessary to complete such Tax Returns and IRS Form 8594 (and any corresponding form required to be filed by a state U.S. or local Taxing Authority). Sellers and Buyer shall not take any position on a Tax Return, tax proceeding or audit that is inconsistent with any information set forth on the Statement of Allocationforeign taxing authority. (c) Sellers and Buyer, as applicable, agree that all “Book-Tax Disparities” (as such term is defined in the First Amended and Restated Limited Partnership Agreement of StoneMor Partners L.P.) on property acquired by Buyer for Units shall be eliminated through application of the principles of Treasury Regulation Section 1.704-3(d).

Allocation of Closing Purchase Price. (a) On or prior to the Closing Date, Buyer and Sellers Seller shall mutually agree upon a written statement (the “Statement of Allocation”) setting forth an allocation of the Closing Purchase Price (“Purchase Price Allocation”) (which for such purpose shall be increased by the amount of the liabilities assumed by Buyer). The Statement of Allocation shall include: (i) the assets to be purchased by each of Ohio Management LLC, Buyer LLC and Buyer NQ Sub; (ii) the portion of the Closing Purchase Price (whether cash or Units) that will be paid by or on behalf of Ohio Management LLC, Buyer LLC and Buyer NQ Sub to acquire the Acquired Assets, and (iii) an allocation of the portion of the Closing Purchase Price paid by or on behalf of each of Ohio Management LLC, Buyer LLC and Buyer NQ Sub (“Purchased Acquired Assets Allocation”) among each of the respective categories of Acquired Assets that are purchased. Buyer and Sellers Seller agree that each of the allocations required to be prepared pursuant to this Section 1.8 1.7 shall be prepared in accordance with the provisions of Section 1060 of the Code, the Treasury Regulations promulgated thereunder and any similar provisions of state, local or foreign law, as applicable. (b) All federal, state, local and foreign income Tax Returns of Sellers Seller and Buyer shall be filed consistently with the information set forth on the Statement of Allocation. Moreover, Sellers Seller and Buyer further agree to file IRS Form 8594 (and any corresponding form required to be filed by a state or local Taxing Authority) in a manner that is consistent with the Purchased Acquired Assets Allocation. Sellers Seller and Buyer agree to promptly provide each other with any information necessary to complete such Tax Returns and IRS Form 8594 (and any corresponding form required to be filed by a state or local Taxing Authority). Sellers Seller and Buyer shall not take any position on a Tax Return, tax proceeding or audit that is inconsistent with any information set forth on the Statement of Allocation. (c) Sellers and Buyer, as applicable, agree that all “Book-Tax Disparities” (as such term is defined in the First Amended and Restated Limited Partnership Agreement of StoneMor Partners L.P.) on property acquired by Buyer for Units shall be eliminated through application of the principles of Treasury Regulation Section 1.704-3(d).