expenses and fees of the Independent Accounting Firm; provided further, that if the Independent Accounting Firm determines that the final amount owed by Purchaser is less than 90% (or the final amount owed to Purchaser is greater than 110%, as the case may be) of the previously disputed amount that was proposed by Seller, then 100% of the expenses and fees of the Independent Accounting Firm shall be paid from the Escrow Fund.
(d)If the final Closing Consideration as finally determined pursuant to Section 1.5(c) exceeds the Closing Consideration paid pursuant to Section 1.2(a), then Purchaser shall promptly pay or cause to be paid, by wire transfer of immediately available funds, such excess amount to Seller. If the final Closing Consideration as finally determined pursuant to Section 1.5(c) is less than the Closing Consideration paid pursuant to Section 1.2(a), then Seller shall promptly instruct the Escrow Agent to pay to Purchaser out of the Escrow Fund an amount equal to such deficiency.
1.7Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other transactions contemplated by this Agreement (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Purchaser when due. Purchaser shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary).
1.8Allocation of Purchase Price. The parties agree that the purchase of the Membership Interests pursuant to this Agreement will be treated for U.S. federal and applicable state income tax purposes as a purchase of the assets, and assumption of certain liabilities, of the Company. Within one-hundred-twenty (120) days after determination of the final Closing Consideration as finally determined pursuant to Section 1.5(c), Seller shall deliver to Purchaser a schedule allocating the Purchase Price (including any liabilities of the Company treated as consideration for the assets of the Company for U.S. federal income Tax purposes) (the “Allocation Schedule”). The Allocation Schedule shall be prepared in accordance with Section 1060 of the Code. The Allocation Schedule shall be deemed final unless Purchaser notifies Seller in writing Purchaser objects to one or more items reflected in the Allocation Schedule within thirty (30) days after delivery of the Allocation Schedule to Purchaser. In the event of any such objection, Seller and Purchaser shall negotiate in good faith to resolve such dispute; provided, however, that if Seller and Purchaser are unable to resolve any dispute with respect to the Allocation Schedule within thirty (30) days after the delivery of the Allocation Schedule to Purchaser, such dispute shall be resolved by the Independent Accounting Firm. The fees and expenses of the Independent Accounting Firm shall be borne equally by Seller and Purchaser. Seller and Purchaser agree to file their respective Internal Revenue Service Forms 8594 and all federal, state and local Tax Returns in accordance with the Allocation Schedule.
(a)If, at any time after the Closing, any further action is determined by Purchaser to be reasonably necessary to carry out the purposes of this Agreement, the officers and directors of Purchaser and the Company shall be fully authorized to take such action, and the Seller Parties agree to cooperate with Purchaser as Purchaser may reasonably request in connection therewith. Such further action shall include the assignment by the Seller Parties of the Registered IP to Purchaser or its Affiliates, as designated by Purchaser, and the execution and delivery of such documents as needed in evidencing such assignment of Registered IP.
[*** ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.