Common use of Final Purchase Price Allocation Clause in Contracts

Final Purchase Price Allocation. The Closing Date Allocation shall be adjusted by Seller Parent to reflect any differences between the items taken into account with respect to each Transferred Company in the determination of the Estimated Consideration and the items taken into account in respect of such Transferred Company in the determination of the Final Consideration (including, if determined by Seller Parent, by adjusting the allocation of the Cash Consideration Payment Amount, Cash Consideration Promissory Note Amount and Share Consideration among the Transferred Companies acquired by the US Purchaser Sub and the Transferred Companies acquired by the UK Purchaser Sub to reflect any Promissory Note Adjustment in respect of the Transferred Companies acquired by the UK Purchaser Sub). Additionally, Seller Parent shall allocate the amount of Tax Consideration allocable to each Transferred Company (or, if applicable, Subsidiary thereof) that is a Disregarded Entity or in respect of which a Section 338 Election is to be made among the assets of each such Transferred Company in accordance with Section 1060 of the Code and the Treasury regulations promulgated thereunder and, if applicable, Section 338 of the Code and the Treasury regulations promulgated thereunder. The Closing Date Allocation, as finally determined by Seller Parent following any such adjustments and allocation among the assets of any Transferred Company, as applicable (the “Final Allocation”), shall be final, conclusive and binding on the parties absent manifest error and shall be delivered by Seller Parent to Purchaser Parent no later than sixty (60) days following the determination of the Final Cash Consideration; provided, that, the Final Allocation shall be determined consistently with the methodology provided in Schedule 1.5. Each of Seller Parent and Purchaser Parent shall (and shall cause its respective Affiliates to) prepare and file its Tax Returns (including the Section 338(h)(10) Election Forms and any Section 338(g) Election Forms) on a basis consistent with the Final Allocation and shall (and shall cause its respective Affiliates to) take no position inconsistent with the Final Allocation on any Tax Return, in any audit, examination or other Action with respect to Taxes (“Tax Audit”) or otherwise, in each case, except to the extent otherwise required by a Tax Authority following a Tax Audit diligently defended in good faith or in compliance with Schedule 1.5. If the Final Allocation is disputed by any Tax Authority, the party receiving notice of the dispute shall promptly notify the other party hereto.

Final Purchase Price Allocation. The Seller and Buyer will cause their respective accountants to negotiate in good faith and jointly to determine (A) by the Closing Date Allocation shall be adjusted by Seller Parent to reflect any differences between Date, a tentative allocation of the items taken into account Purchase Price ("TENTATIVE PURCHASE PRICE ALLOCATION") among the assets of Seller, making reasonable assumptions with respect to each Transferred Company in the determination items requiring adjustments pursuant to Sections 2.2(a)(ii)-(iv) and 2.2(d); and (B) within sixty (60) days of the Estimated Consideration and the items taken into account in respect of such Transferred Company in the determination of the Final Consideration Closing Balance Sheet, a final allocation (including, if determined by Seller Parent, by adjusting the allocation "FINAL PURCHASE PRICE ALLOCATION") of the Cash Consideration Payment Amount, Cash Consideration Promissory Note Amount and Share Consideration among the Transferred Companies acquired by the US Purchaser Sub and the Transferred Companies acquired by the UK Purchaser Sub to reflect any Promissory Note Adjustment in respect of the Transferred Companies acquired by the UK Purchaser Sub). Additionally, Seller Parent shall allocate the amount of Tax Consideration allocable to each Transferred Company (or, if applicable, Subsidiary thereof) that is a Disregarded Entity or in respect of which a Section 338 Election is to be made Purchase Price among the assets of the Seller, including any final adjustments to the Tentative Purchase Price Allocation, in each such Transferred Company case of (A) and (B) in accordance a manner consistent with Section 1060 of the Code and the Treasury regulations promulgated Regulations thereunder andor, if where applicable, similar provisions of state, local or foreign Law. If the respective accountants of Seller and Buyer are not able to jointly determine those matters described in clauses (A) and (B) immediately preceding within the time period prescribed respectively therein, then the Neutral Auditor serving, or if not then serving, then the Neutral Auditor to be appointed under Section 338 of the Code and the Treasury regulations promulgated thereunder. The Closing Date Allocation, as finally determined by Seller Parent following any such adjustments and allocation among the assets of any Transferred Company, as applicable (the “Final Allocation”2.2(d), shall make such determinations and such determinations shall be final, conclusive and legally binding on Buyer and Seller. Buyer and Seller shall share the parties absent manifest error and shall be delivered by Seller Parent to Purchaser Parent no later than sixty (60) days following the determination cost of the Final Cash Consideration; provided, that, Neutral Auditor equally. The Parties agree (x) on and from the date on which the Tentative Purchase Price Allocation is determined until (but excluding) the date on which the Final Purchase Price Allocation shall be determined consistently with is determined, to rely for Tax reporting purposes on the methodology provided Tentative Purchase Price Allocation subject to the adjustments described in Schedule 1.5. Each of Seller Parent clause (B) immediately preceding, and Purchaser Parent shall (y) on and shall cause its respective Affiliates to) prepare and from the date on which the Final Purchase Price Allocation is determined, to file its all Tax Returns (including the Section 338(h)(10) Election Forms and any Section 338(g) Election Forms) on a basis consistent in accordance with the Final Purchase Price Allocation. The Parties acknowledge and agree that the only differences between the Tentative Purchase Price Allocation and shall (and shall cause its respective Affiliates to) take no position inconsistent with the Final Purchase Price Allocation on any Tax Return, in any audit, examination or other Action with respect will be items requiring adjustments pursuant to Taxes (“Tax Audit”Sections 2.2(a)(ii)-(iv) or otherwise, in each case, except to the extent otherwise required by a Tax Authority following a Tax Audit diligently defended in good faith or in compliance with Schedule 1.5. If the Final Allocation is disputed by any Tax Authority, the party receiving notice of the dispute shall promptly notify the other party heretoand 2.2(d).

Final Purchase Price Allocation. The Closing Date Allocation shall be adjusted by Seller Parent to reflect the actual amount of the Cash Consideration Payment Amount and Cash Consideration Promissory Note Amount (if any), respectively, in connection with the Closing and any differences between the items taken into account with respect to each Transferred Company in the determination of the Estimated Consideration and the items taken into account in respect of such Transferred Company in the determination of the Final Consideration (including, if determined by Seller Parent, by adjusting the allocation of the Cash Consideration Payment Amount, Cash Consideration Promissory Note Amount (if any) and Share Consideration among the Transferred Companies acquired by the US Purchaser Sub and the Transferred Companies acquired by the UK Purchaser Sub to reflect any Promissory Note Adjustment (if any) or Seller Cash Payment Adjustment, as applicable, in respect of the Transferred Companies acquired by the UK Purchaser Sub). Additionally, Seller Parent shall allocate the amount of Tax Consideration allocable to each Transferred Company (or, if applicable, Subsidiary thereof) that is a Disregarded Entity or in respect of which a Section 338 Election is to be made among the assets of each such Transferred Company in accordance with Section 1060 of the Code and the Treasury regulations promulgated thereunder and, if applicable, Section 338 of the Code and the Treasury regulations promulgated thereunder. The Closing Date Allocation, as finally determined by Seller Parent following any such adjustments and allocation among the assets of any Transferred Company, as applicable (the “Final Allocation”), shall be final, conclusive and binding on the parties absent manifest error and shall be delivered by Seller Parent to Purchaser Parent no later than sixty (60) days following the determination of the Final Cash Consideration; provided, that, the Final Allocation shall be determined consistently with the methodology provided in Schedule 1.5. Each of Seller Parent and Purchaser Parent shall (and shall cause its respective Affiliates to) prepare and file its Tax Returns (including the Section 338(h)(10) Election Forms and any Section 338(g) Election Forms) on a basis consistent with the Final Allocation and shall (and shall cause its respective Affiliates to) take no position inconsistent with the Final Allocation on any Tax Return, in any audit, examination or other Action with respect to Taxes (“Tax Audit”) or otherwise, in each case, except to the extent otherwise required by a Tax Authority following a Tax Audit diligently defended in good faith or in compliance with Schedule 1.5. If the Final Allocation is disputed by any Tax Authority, the party receiving notice of the dispute shall promptly notify the other party hereto.