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

Allocation of the Final Purchase Price. Following the Closing, the Purchaser will submit to the Sellers its allocation of the Final Purchase Price for the Transferred Assets (including the cash purchase price and the assumption of the Assumed Liabilities) subject to the approval of the Sellers, which approval shall not be unreasonably withheld, and pursuant to Section 1060 of the Tax Code and the regulations thereunder (the "Allocation"). Except as otherwise required by law, the Purchaser and the Sellers agree to use such Allocation in filing all required forms under Section 1060 of the Tax Code and not take any position inconsistent with such Allocation upon any examination of any such Tax Return, in any refund claim or in any tax litigation. The Sellers and the Purchaser shall also file IRS form 8594 in a manner consistent with this Section 2.7.

Allocation of the Final Purchase Price. Following the Closing, the Purchaser will submit to the Sellers its Debtor Purchaser's allocation of the Final Purchase Price for the Transferred Acquired Assets (including the cash purchase price and the assumption of the Assumed Liabilities) subject to the approval of the SellersDebtor, which approval shall not be unreasonably withheld, and pursuant to Section 1060 of the Tax Code and the regulations promulgated thereunder (the "Allocation"). Except as otherwise required by law, the Purchaser and the Sellers Debtor agree to use such Allocation in filing all required forms under Section 1060 of the Tax Code and not take any position inconsistent with such Allocation upon any examination of any such Tax Return, in any refund claim or in any tax litigation. The Sellers Debtor and the Purchaser shall also file IRS form 8594 in a manner consistent with this Section 2.7SECTION 2.6.