Common use of Allocation Statement Clause in Contracts

Allocation Statement. Buyer and Seller understand and agree that the purchase and sale of the Equity will be treated for income Tax purposes as a purchase of the assets of the Company by the Buyer and will be treated for income Tax purposes as a sale of the assets of the Company by the Seller. Within 120 days after the Closing, the Buyer will deliver or cause to be delivered to the Seller a statement containing the Buyer’s allocation of the Purchase Price among the Assets (the “Allocation Statement”). The Allocation Statement will be prepared in accordance with Schedule 8.4(b) and Section 1060 of the Code and any comparable provisions of state, local or foreign Law, as appropriate, and the Buyer will involve an independent, reputable accounting or valuation firm in the preparation of the Allocation Statement. The Buyer will permit the Seller to review and comment on such Allocation Statement described in the preceding sentence at least ten (10) days prior to filing such Allocation Statement Returns and will make such revisions to such Tax Returns as are reasonably requested by the Seller. The Buyer, the Company and the Seller Parties will report the allocation of the total consideration among the Assets in a manner consistent with the final Allocation Statement and will act in accordance with the final Allocation Statement in the preparation and timely filing of all Tax Returns (including filing Form 8594 with their respective federal income Tax Returns for the taxable year that includes the Closing Date and any other forms or statements required by the Code, Regulations, the IRS or any applicable state or local Taxing Authority). The Buyer and the Seller agree to promptly provide the other parties with any reasonable additional information with respect to the Buyer or the Seller, as the case may be, and reasonable assistance required to complete IRS Form 8594 or to compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated by this Agreement. Each party will promptly inform the others of any challenge by any Taxing Authority to any allocation made pursuant to this Section 8.4; provided, however, that the Buyer will be fully responsible for conducting and managing any such challenge and any and all costs and expenses related thereto, and agrees to consult with and keep the Seller informed with respect to the status of, and any discussion, proposal or submission with respect to, such challenge.

Allocation Statement. Buyer and Seller understand and agree that Within thirty (30) calendar days after the purchase and sale determination of the Equity Final Adjustment Statement, Seller will be treated prepare an allocation statement allocating the Purchase Price, as adjusted for federal income Tax purposes, including any other amounts treated as consideration for federal income tax purposes as a purchase of (the “Aggregate Consideration”) among the assets of the Company by Group Companies and the Buyer Transferred Assets for U.S. federal and will be treated for applicable state income Tax purposes as a sale in accordance with Section 1060 of the assets Code and the Treasury Regulations promulgated thereunder (the “Proposed Allocation”). For purposes of this Section 5.3(f) and notwithstanding any provision of this Agreement to the contrary, the Parties agree that the Earnout Payments, the Post-Closing Services, and the Tier II Upgrade Payment are each properly allocable to, and will in fact be allocated to, the goodwill of the Company by Group Companies to the Sellergreatest extent permissible under applicable income Tax Law. Within 120 fifteen (15) calendar days after the Closingreceipt of the Proposed Allocation, the Buyer will deliver propose any changes or cause will indicate its concurrence therewith. If Buyer does not agree with the Proposed Allocation, then Buyer and Seller shall attempt in good faith to be delivered to reach agreement on the allocation of the Aggregate Consideration in a manner consistent with applicable income Tax Law. If Buyer and Seller a statement containing the cannot reach agreement on such allocation within fifteen (15) calendar days after Buyer’s receipt of the Proposed Allocation, then the Accounting Firm shall determine the allocation under the procedures for resolving disputes as set forth in Section 5.3(e). The allocation of the Purchase Price among the Assets (the “Allocation Statement”). The Allocation Statement will be prepared in accordance with Schedule 8.4(b) and Section 1060 assets of the Code and any comparable provisions of state, local or foreign LawGroup Companies, as appropriate, agreed to by Buyer and the Buyer will involve an independent, reputable accounting Seller or valuation firm in the preparation of the Allocation Statement. The Buyer will permit the Seller to review and comment on such Allocation Statement described in the preceding sentence at least ten (10) days prior to filing such Allocation Statement Returns and will make such revisions to such Tax Returns as are reasonably requested finally determined by the Seller. The Buyer, the Company and the Seller Parties will report the allocation of the total consideration among the Assets in a manner consistent with the final Allocation Statement and will act in accordance with the final Allocation Statement in the preparation and timely filing of all Tax Returns (including filing Form 8594 with their respective federal income Tax Returns for the taxable year that includes the Closing Date and any other forms or statements required by the Code, Regulations, the IRS or any applicable state or local Taxing Authority). The Buyer and the Seller agree to promptly provide the other parties with any reasonable additional information with respect to the Buyer or the SellerAccounting Firm, as the case may be, shall be binding on all Parties (the “Final Allocation”). Buyer and reasonable assistance required to complete IRS Seller shall, and shall cause each applicable Affiliate to: (i) file all Tax Returns for income Taxes consistent with the Final Allocation, including preparing Internal Revenue Service Form 8594 or (Asset Acquisition Statement under Section 1060), if required, unless otherwise required pursuant to compute Taxes arising in connection with a “determination” within the meaning of Section 1313(a) of the Code; (or otherwise affected byii) the transactions contemplated by this Agreement. Each party will promptly inform the others each other of any challenge by any Taxing Tax Authority to any allocation made pursuant to this Section 8.4the Final Allocation; provided, however, that the Buyer will be fully responsible for conducting and managing any such challenge and any and all costs and expenses related thereto, and agrees to (iii) consult with and keep the Seller one another informed with respect to the status of, and any discussion, proposal or submission with respect to, such challengeany challenge to the Final Allocation.

Allocation Statement. The Buyer and Seller understand and the Sellers agree that to treat the purchase and sale of transaction occurring on the Equity will be treated for income Tax purposes Closing Date as a purchase of the assets of the Company by the Buyer and will be treated for income Tax purposes as a deemed sale of the assets of KCS and KCS-AC pursuant to 25041432.12 the Company Section 338(h)(10) Elections. Neither party will report such transaction in a manner that is inconsistent with such treatment as an asset purchase, nor take any action inconsistent with such treatment, unless required to do so by a Governmental Authority. The Buyer and the SellerSellers agree that the Final Purchase Price, the Liabilities of KCS and KCS-AC, any other relevant items treated as consideration for income tax purposes, and all adjustments to the preceding made pursuant to the terms of this Agreement shall be allocated for all Tax purposes among the assets deemed to be sold by KCS and KCS-AC and the allocation shall be in accordance with the allocation methodology attached as Exhibit F attached to this Agreement (the “Allocation Methodology”). Within 120 sixty (60) days after the Closingdetermination of the Final Purchase Price, the Buyer Sellers’ Representative will deliver or cause to be delivered to the Seller Buyer a statement containing a draft allocation consistent with the Buyer’s allocation of the Purchase Price among the Assets Allocation Methodology (the “Allocation Statement”) for the Buyer’s review, comment and approval. If the Sellers’ Representative and the Buyer are unable to agree upon the allocations in the Allocation Statement within thirty (30) days after delivery of the Allocation Statement provided by the Sellers’ Representative to the Buyer, the Buyer and the Sellers’ Representative shall resolve the dispute by submitting such matter to the Independent Accountant for a determination consistent with the Allocation Methodology pursuant to the procedures set forth in Section 2.4(c). The Allocation Statement will be prepared in accordance with Schedule 8.4(bparties (and their Affiliates) and Section 1060 of the Code and any comparable provisions of state, local or foreign Law, as appropriate, and the Buyer will involve an independent, reputable accounting or valuation firm in the preparation of the Allocation Statement. The Buyer will permit the Seller to review and comment on such Allocation Statement described in the preceding sentence at least ten (10) days prior to filing such Allocation Statement Returns and will make such revisions to such Tax Returns as are reasonably requested by the Seller. The Buyer, the Company and the Seller Parties will report the allocation of the total consideration among the Assets assets of KCS and KCS-AC and the covenants contained in Section 6.5 in a manner consistent with the final Allocation Statement and will act in accordance with the final Allocation Statement in the preparation and timely filing of all Tax Returns (including filing Form 8594 8883 with their respective federal income Tax Returns for the taxable year that includes the Closing Date and any other forms or statements required by the Code, Regulationsany regulation under the Code, the IRS or any applicable state or local Taxing Governmental Authority). The Buyer and the Seller agree to promptly provide the other parties with any reasonable additional information with respect to the Buyer or the Seller, as the case may be, and reasonable assistance required to complete IRS Form 8594 or to compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated by this Agreement. Each party will promptly inform the others of any challenge by any Taxing Governmental Authority to any allocation made pursuant to this Section 8.49.7; provided, however, that that, subject to Section 8.5, the Buyer will be fully responsible for conducting and managing any such challenge and any and all related costs and expenses related theretoexpenses, and agrees to consult with and keep the Seller Sellers’ Representative informed with respect to the status of, and any discussion, proposal or submission with respect to, such challenge.