Common use of Allocation of the Final Purchase Price Clause in Contracts

Allocation of the Final Purchase Price. (i) Buyer and Seller acknowledge and agree that, for U.S. federal and applicable state and local income tax purposes, the purchase of the Equity Interests hereunder shall be treated a purchase and sale of the Transferred Assets (excluding the Canada Transferred Assets). The purchase price for the Transferred Assets (excluding the Canada Transferred Assets) as determined for income tax purposes shall be allocated among the Transferred Assets (excluding the Canada Transferred Assets), and otherwise in accordance with their fair market values consistent with Section 1060 of the Code, and such allocation shall be binding upon the parties hereto for all applicable federal, state, local and foreign tax purposes (“Purchase Price Allocation”). Buyer shall deliver a Purchase Price Allocation to Seller within 120 days following the Closing Date. If within thirty (30) days after the delivery of the Purchase Price Allocation, Seller notifies Buyer in writing that Seller objects to the Purchase Price Allocation, Buyer and Seller shall use commercially reasonable efforts to resolve such dispute within thirty (30) days. In the event that Buyer and Seller are unable to resolve such dispute within such 30-day period, the disputed items shall be resolved in accordance with the provisions set forth in Section 1.2(c)(iii), mutatis mutandis. Buyer and Seller shall use the asset values determined from such agreed or determined allocation for all applicable income tax purposes including Internal Revenue Service Form 8594. (ii) Canada Buyer and Canada Seller agree that the allocation of the Canadian Purchase Price (including the Canada Assumed Liabilities) among the Canada Transferred Assets, for Canadian income tax purposes, shall be made in accordance with, and governed by, the principles set forth in Section 1.2(e)(i), mutatis mutandis. Canada Buyer and Canada Seller shall execute and file all Tax Returns and prepare all financial statements and other instruments on the basis of this allocation and agree to not take any position during the course of any audit or other action inconsistent with such allocation unless required by a determination of the applicable Governmental Authority that is final.