Common use of Price Allocation Clause in Contracts

Price Allocation. Promptly following the determination of the Final Cash Purchase Price pursuant to Section 2.4, Purchaser shall cause to be prepared and delivered to Seller a schedule setting forth the allocation of the Final Cash Purchase Price and the Assumed Liabilities that are taken into account for federal income Tax purposes among the Acquired Assets. Such allocation shall be subject to the review and approval of Seller, which approval shall not be unreasonably withheld or delayed. The allocation of the Final Cash Purchase Price and the Assumed Liabilities shall be made in accordance with (i) the reasonable fair market value of such items and (ii) the provisions of Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code"), and the rules and regulations promulgated thereunder, and shall be binding, to the extent not in conflict with applicable Law, upon Parent, Purchaser and Seller for all purposes (including financial and regulatory reporting purposes and Tax purposes). Parent, Purchaser and Seller further agree to file, as applicable, their respective U.S. federal income Tax returns and Form 8594 and, to the extent not in conflict with applicable Law, their other Tax returns reflecting such allocation and any other reports required by Section 1060 of the Code, in accordance with said allocation. Each party agrees to prepare and timely file all applicable IRS forms, to cooperate with the other parties in the preparation of such forms and to furnish the other parties with a copy of such forms prepared in draft, within a reasonable period before the due date thereof. In addition, each party agrees to notify the other parties in the event any taxing authority takes or purports to take a position inconsistent with the agreed-upon allocations.