Purchase Price Allocation Sample Clauses

Purchase Price Allocation. (a) The Purchase Price and other relevant items for Tax purposes shall be allocated among the Purchased Assets in accordance with the principles set forth in Section 1060 of the Code (and the Treasury Regulations promulgated thereunder). Buyer shall prepare a draft allocation statement in accordance with the aforementioned principles and provide a copy to Parent no later than sixty (60) calendar days after the Closing Date. Parent shall inform Buyer in writing within fifteen (15) calendar days of the receipt of such draft of any objection by Sellers to the draft allocation. To the extent that any such objection is received, the Buyer and Sellers shall attempt in good faith to resolve any dispute. If Buyer and Sellers are unable to reach such agreement within fifteen (15) days after receipt by Buyer of such notice, the disputed items shall be resolved by a nationally recognized accounting firm that is mutually acceptable to Buyer and Sellers (the “Independent Accountant”), and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within fifteen (15) days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Independent Accountant shall be borne equally by Buyer and Sellers. The allocation as determined by agreement of the Parties or by the Independent Accountant, as the case may be (the “Purchase Price Allocation”) shall be binding on the Parties. (b) Each Seller and Buyer agree to act in accordance with the Purchase Price Allocation, as adjusted in accordance with Section 2.6(a) if applicable, in any Tax Return, including any forms or reports required to be filed pursuant to Section 1060 of the Code or any provisions of any comparable Law, unless otherwise required by a change in Law after the date hereof, or a final “determination,” as defined in Section 1313(a) of the Code. Buyer and each Seller shall cooperate in the preparation of such Tax Returns and file such forms as required by applicable Law. Neither Buyer nor any Seller shall take a position inconsistent therewith upon examination of any Tax Return, in any refund claim, or in any litigation or investigation, without the prior written consent of the other Party (which consent, in the case of the Sellers, will be deemed to be given by all Sellers upon consent of Parent), except as required by applicable Law. In the event that the Purchase Price Allocation is disputed ...

Purchase Price Allocation. Not later than 120 days after the Closing Date, the Buyer shall provide the Seller with a draft allocation of the Purchase Price (together with any liabilities treated as assumed, and other items properly treated as purchase price, for U.S. federal income Tax purposes) among the Purchased Assets acquired by the Buyer hereunder (the “Initial Allocation”), which shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If the Seller does not provide any written comments to the Buyer’s proposed Initial Allocation in writing within 30 days after delivery of the Initial Allocation, the Initial Allocation proposed by the Buyer shall be deemed to be agreed to by the Seller. If the Seller provides written comments to the Initial Allocation within such 30 days, the Seller and the Buyer shall negotiate in good faith and shall use their commercially reasonable efforts to agree upon the allocation of the Purchase Price. Any dispute that cannot be resolved through negotiations between the Seller and the Buyer shall be resolved by the Independent Accounting Firm in a manner consistent with Section 2.8(a). The allocation of the Purchase Price among the Purchased Assets acquired by the Buyer hereunder, as finally agreed to by the Buyer and the Seller or as otherwise determined pursuant to this Section 2.10, shall be referred to as the “Final Allocation.” The Final Allocation shall be binding on the Seller and the Buyer and each of the Buyer and the Seller shall report the transactions contemplated hereby in manner consistent with such Final Allocation for U.S. federal income tax purposes and shall not take any position inconsistent therewith on any U.S. federal income tax Return or before any taxing authority with respect to U.S. federal income taxes unless otherwise required by applicable Law.

Purchase Price Allocation. Within one hundred eighty (180) days after the Closing Date, Buyer and Seller shall use their good faith efforts to agree upon the allocation (the “Allocation”) of the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under the IRC), as adjusted pursuant to Section 3.2, among the Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with Section 1060 of the IRC and the Treasury Regulations thereunder. If Buyer and Seller are unable to resolve any dispute regarding the Allocation within such one hundred eighty (180) day period, such dispute shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent with the Allocation, and (b) neither Buyer nor Seller will take any Tax position before any Governmental Body or in any Proceeding with respect to Tax that is in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1.

Purchase Price Allocation. (a) The Purchase Price allocated to the Equity Interests in each of the Purchased Entities and to the Purchased Assets (net of Assumed Liabilities) of each Asset Seller shall be in accordance with the Purchase Price Allocation Schedule attached hereto as Exhibit A-1, subject to adjustment pursuant to Section 3.4, and no party shall take a position inconsistent with such allocation on any Tax Return (unless otherwise required by a final, nonappealable determination of a court of competent jurisdiction or a binding closing agreement entered into with a Taxing Authority). The parties shall promptly inform one another in writing of any challenge by any Taxing Authority to any Purchase Price allocation made pursuant to this Agreement and agree to consult with and keep one another informed with respect to the status of, and any discussion, proposal or submission with respect to, any such challenge. Within thirty (30) days following (i) the determination of any excess or deficit in accordance with Section 3.4(f), (ii) an indemnification payment pursuant to Section 8.4 or (iii) an indemnification payment pursuant to Article X, in each case, the Sellers and Purchaser shall revise the purchase price allocation to reflect such excess, deficit or payment in accordance with the nature of each relevant excess, deficit or payment (or if the nature of each relevant excess, deficit or payment cannot be reasonably determined, consistent with the proportional allocation of value described in Exhibit A-1). (b) The portion of the Purchase Price allocated to the Purchased Assets (net of Assumed Liabilities) of Honeywell as set forth on Exhibit A-1 plus those Assumed Liabilities of Honeywell that constitute Liabilities for federal income tax purposes (the “Gross US Purchase Price”) shall be allocated among the Purchased Assets of Honeywell in the manner required by Section 1060 of the Code as shown on an allocation schedule to be prepared by Purchaser as soon as practicable after the Closing Date. The template of the allocation schedule is attached hereto as Exhibit A-2. Purchaser shall provide Honeywell with such allocation schedule and Purchaser shall make such revisions or changes to such schedule as shall be reasonably requested by Honeywell and approved by Purchaser, each acting in good faith. In the event Purchaser and Honeywell are unable to agree on the allocation of the Gross US Purchase Price in such manner, then each (acting reasonably and in good faith) shall be free...

Purchase Price Allocation. The Parties agree that the transactions contemplated hereby will be treated for federal income Tax purposes as a purchase and sale of the Company Assets. Seller shall prepare, and deliver to Buyer, more than thirty (30) days before Closing, an allocation of the Purchase Price and assumed obligations among the Company Assets in accordance with Section 1060 of the Code and the Treasury regulations promulgated thereunder (the “Allocation”). Buyer shall have twenty (20) days from the receipt of the Allocation or any update thereto to review and comment on the Allocation, after which Seller and Buyer shall reasonably agree on such Allocation by the time of the Closing. Seller shall use commercially reasonable efforts to update the Allocation in a manner consistent with Section 1060 of the Code following any adjustments to the Purchase Price pursuant to this Agreement. Seller shall provide Buyer with any such updated Allocation, and Buyer shall have thirty (30) days from the receipt of the Allocation or any update thereto to review and comment on such adjustments to the Allocation, after which Seller and Buyer shall reasonably agree on such adjustments. Disputes under this Section 2.8 shall be resolved under the procedures described in Section 2.7(b). Seller and Buyer shall report consistently with the Allocation in all Tax Returns, including IRS Form 8594, which Seller and Buyer shall timely file with the IRS, and neither Seller nor Buyer shall take any position in any return that is inconsistent with the Allocation, as adjusted, in each case, unless required to do so by a final determination as defined in Section 1313 of the Code.

Purchase Price Allocation. 9 3.4 Prorations.................................................... 9

Purchase Price Allocation. Seller and Buyer agree that the Purchase Price shall be allocated among the Purchased Assets and the Shares, and the portion of the Purchase Price allocated to the Purchased Assets shall be allocated among the Purchased Assets in accordance with Section 1060 of the Code, pursuant to an allocation schedule (the “Allocation Schedule”) as agreed by Buyer and Seller in accordance with this Section 2.9. Buyer shall provide to Seller the Allocation Schedule within ninety (90) days after the First Closing Date. Thereafter, Seller shall have thirty (30) days either to (a) agree with and accept the Allocation Schedule or (b) in good faith suggest changes to the Allocation Schedule and attempt to agree with Buyer as to the contents of the Allocation Schedule. Seller and Buyer shall provide each other promptly with any other information required to complete the Allocation Schedule. If Seller and Buyer agree on the Allocation Schedule within one hundred and thirty-five (135) days following the First Closing Date, Seller and Buyer shall file IRS Form 8594 and any required attachments thereto (“Form 8594”), together with all federal, state and local Tax Returns, in a manner consistent with and in accordance with the Allocation Schedule. In addition, Seller and Buyer hereby undertake and agree to timely file any information that may be required to be filed pursuant to the U.S. Treasury Regulations promulgated under Section 1060(b) of the Code in a manner consistent with and in accordance with the Allocation Schedule. In any proceeding related to the determination of any Tax, neither Buyer nor Seller shall contend or represent that the Allocation Schedule is not a correct allocation of the Purchase Price. If Seller and Buyer are unable to reach an agreement within one hundred and thirty-five (135) days following the First Closing Date, Seller and Buyer shall, within fifteen (15) days after the expiration of such one hundred and thirty-five (135) day period, at their joint expense, engage the Independent Accounting Firm to determine the appropriate Allocation Schedule, and they shall use their commercially reasonable efforts to cause the Independent Accounting Firm to determine the Allocation Schedule in a manner that is reasonable and in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder, within thirty (30) days after it is retained for such purpose. The determination of the Allocation Schedule by the Independent Accounting Firm s...

Purchase Price Allocation. (a) The allocation of the purchase price between the Sold Shares, as adjusted pursuant to this Section 2.6 (the “Purchase Price Allocation Statement”), shall be prepared in accordance with the methodology agreed to by the parties and set forth on Section 2.6(a) of the Buyer Disclosure Schedule. No later than two (2) Business Days prior to the Closing Date, Buyer shall prepare and deliver to Seller an estimated allocation of the purchase price between the Sold Shares, as adjusted pursuant to this Section 2.6 (the “Purchase Price Allocation Statement”), prepared in a manner consistent with the methodology agreed to by the parties, reflecting the allocation of the Estimated Purchase Price between the Sold Shares. On the Determination Date, Buyer shall deliver a final Purchase Price Allocation Statement, prepared in a manner consistent with the methodology agreed to by the parties, reflecting the allocation of the Final Purchase Price between the Sold Shares. (b) Seller and Buyer shall work in good faith to resolve any disputes relating to the final Purchase Price Allocation Statement. If Seller and Buyer are unable to agree to such allocation within thirty (30) days of the delivery of the Purchase Price Allocation Statement to Seller, Seller and Buyer agree to promptly submit the matter to the CPA Firm for resolution. Seller and Buyer will share equally the fees and expenses of the CPA Firm with respect to such a resolution. (c) In the event an adjustment to the Final Purchase Price is made under this Agreement, the final Purchase Price Allocation Statement shall be adjusted in a manner consistent with the procedures set forth in this Section 2.6. Seller and Buyer agree that they will not, and will not permit any of their respective Affiliates to, take a position (except as required pursuant to any order of a Taxing Authority) on any Tax Return or in any audit or examination before any Taxing Authority that is in any way inconsistent with the final Purchase Price Allocation Statement, as adjusted herein.

Purchase Price Allocation. The parties agree that the portion of the Purchase Price allocated to the purchase of the Trident Shares that are shares of Trident ECP is $1.00 and that the remainder of the Purchase Price is allocated to the Trident Shares that are shares of Trident ECG, the MECG Units, the VECG Units and the ETCF Units. The Buyer shall, within 90 days following the Closing, submit to the Seller Representative an initial determination of the allocation among the assets of ECG of the portion of the Purchase Price as determined for U.S. federal income Tax purposes allocated to the purchase of the MECG Units, the VECG Units and the ETCF Units consistent with the principles set forth on Schedule 7.5 of the Disclosure Schedules. Within 30 days of receipt, the Seller Representative shall notify Buyer if it disagrees with such initial determination, and if it does not so notify the Buyer within such 30 day period the initial determination shall be final and binding on the parties. If the Seller Representative disagrees with such initial determination, the Seller Representative and the Buyer shall make a good faith effort to resolve the dispute. If the Seller Representative and the Buyer have been unable to resolve their differences within 30 days after the Buyer has been notified of the Seller Representative’s disagreement with the initial determination, then any remaining disputed issues shall be submitted to the Independent Accounting Firm, which shall resolve the disagreement in a final binding manner in accordance with the dispute resolution procedure set forth in Section 2.6(c) applied mutatis mutandis. The parties shall report and file their respective Tax Returns in accordance with the allocation as finally determined and shall not take any position on any Tax Return, in any audit, administrative, or judicial proceeding, or otherwise that is inconsistent with such treatment except as otherwise required by applicable Law.