Extract to table

6, the parties must agree upon a final allocation within 120 days following the Closing Date — that is, by December 6, 2023

The working capital true-up must be completed within ninety days following the Closing Date — that is, by November 6, 2023

Statutory and Regulatory Framework IRC § 1060(a) provides that in the case of any "applicable asset acquisition," the transferee's basis in the acquired assets — and the gain or loss of the transferor — shall be determined by allocating the consideration paid among the acquired assets in the same manner as amounts are allocated under IRC § 338(b)(5)

6 provides that the parties shall agree upon a final allocation of the purchase price within 120 days following the Closing Date (by December 6, 2023), and that once agreed, the allocation shall be binding on both parties

If the aggregate consideration is subsequently adjusted — for example, as a result of the NWC true-up or the payment or non-payment of earnout milestones — a supplemental Form 8594 must be filed reflecting the revised allocation

1060-1(c)(2), the allocation of consideration in an applicable asset acquisition must take into account contingent amounts to the extent provided under general tax principles