Allocation of Aggregate Consideration. (a) Within one hundred and twenty (120) days after the Closing Date, Buyer will provide to Seller its proposed allocation for tax purposes of the Aggregate Consideration (and all other capitalizable costs). The Aggregate Consideration shall be allocated among (i) the Purchased Assets, (ii) the termination of the 787 Supply Agreement and release of Claims and resolution of any and all rights and obligations owed to by each of Seller and Boeing to the other related to the 787 Supply Agreement pursuant to the Termination and Mutual Release Agreement, and (iii) the other rights granted by or agreements of Seller pursuant to the other Transaction Documents. The amount allocated to the Purchased Assets shall be set forth on IRS Form 8594 and any required exhibits thereto, prepared in accordance with Section 1060 of the Code (the “Allocation Statement”).
Allocation of Aggregate Consideration. The Aggregate Consideration represents the amount agreed upon by the parties to be the value of the Purchased Assets and the value of the noncompetition provisions set forth in Section 5.1 for Tax purposes, and the Aggregate Consideration will be allocated for Tax purposes among these rights and assets in a manner consistent with Section 1060 of the Code (and any similar provisions of state, local or foreign law, as appropriate), as set forth on Schedule 2.8. Each Party shall for Tax purposes (a) report the purchase and sale of these rights and assets in accordance with the allocation set forth on Schedule 2.8, and (b) take no position contrary thereto or inconsistent therewith, including but not limited to any Tax audit, Tax review or Tax litigation unless required to do so by applicable law. If there is an increase or decrease in consideration within the meaning of Section 1.1060-1(e)(1)(ii)(B) of the Treasury Regulations after the Parties have completed Schedule 2.8 or have filed their initial IRS Form 8594, the Parties shall allocate such increase or decrease in consideration as required by and consistent with Section 1060 and the applicable Treasury Regulations.
Allocation of Aggregate Consideration. Buyer shall deliver to Sellers an allocation for the Aggregate Consideration (and other amounts, including Assumed Obligations, taken into account as purchase price for Tax accounting purposes) among all the Broadcasting Assets and the noncompetition covenant (with respect to which the allocation shall be consistent with Schedule 2.2.3 hereto) in accordance with Section 1060 of the Code and any similar applicable provision of any other Governmental Authority. Assuming that such allocation complies with the preceding sentence, the allocation shall be deemed agreed upon by all parties. Buyer and Granite shall report, act and file Tax Returns (including, but not limited to, Internal Revenue Form 8594) in all respects and for all purposes consistent with such allocation. Neither Buyer nor Granite shall take any position (whether in audits, tax returns or otherwise) that is inconsistent with such allocation unless required to do by applicable Law. If any taxing authority makes or proposes to make an allocation in a manner that differs materially from that described in this Section 2.2.3, the parties each shall have the right, at each such party’s election and expense, to contest such taxing authority’s determination. In the event of such a contest, the other party agrees to cooperate reasonably with the contesting party but such other party shall have the right to file such protective claims or take such other actions as may reasonably be required to protect its interests.
Allocation of Aggregate Consideration. The parties hereby agree that they shall allocate the Aggregate Consideration (and other amounts, including Assumed Obligations, taken into account as purchase price for Tax accounting purposes) among the Broadcasting Assets and the noncompetition covenant contained in Section 18.1 in accordance with Schedule 2.2.2 hereto. Buyer and Granite will conform to the same allocation, and will utilize such allocation consistently for tax accounting purposes. Buyer and Granite shall report, act and file Tax Returns (including, but not limited to, Internal Revenue Form 8594) in all respects and for all purposes consistent with such allocation. Neither Buyer nor Granite shall take any position (whether in audits, tax returns or otherwise) that is inconsistent with such allocation unless required to do by applicable Law. If any taxing authority makes or proposes to make an allocation in a manner that differs materially from that described in this Section 2.2.2, the parties each shall have the right, at each such party’s election and expense, to contest such taxing authority’s determination. In the event of such a contest, the other party agrees to cooperate reasonably with the contesting party but such other party shall have the right to file such protective claims or take such other actions as may reasonably be required to protect its interests.
Allocation of Aggregate Consideration. The Aggregate Consideration for the Acquired Assets and Assumed Liabilities shall be allocated, for tax purposes, in accordance with (a) Section 1060 of the Code or similar provisions of other Applicable Law, as applicable, and (b) this Section 2.8. Accordingly, Federated Hermes shall prepare and deliver to Seller within one hundred eighty (180) days after the Closing Date an initial allocation statement to allocate the Closing Payment and deliver it to Seller for review; thereafter, Federated Hermes shall prepare and deliver to Seller within one hundred eighty (180) days after the close of each calendar year during which any Contingent Payments are made pursuant to this Agreement a draft allocation statement to allocate the Contingent Payments paid during such calendar year. Seller will have the opportunity to review each draft allocation statement provided by Federated Hermes and provide written notice of objections to Federated Hermes within thirty (30) days after receiving the draft allocation statement. If Seller fails to deliver a written notice of objection within such thirty (30)-day period, Federated Hermes’ draft allocation statement shall be final and binding and not subject to further dispute. If Seller delivers a written notice of objection to Federated Hermes in a timely manner, Seller and Federated Hermes shall work in good faith to resolve such objections. Upon such dispute being resolved, the amounts agreed to by Federated Hermes and Seller shall be final and binding. Seller and Federated Hermes agree to report the federal, state and local Tax consequences of the Transaction (including filing Internal Revenue Service Form 8594 and supplemental Forms 8594, if any) in a manner consistent with each final allocation statement, unless required to do otherwise under Applicable Law. Seller and Federated Hermes shall promptly advise each other of any Tax audit or other Litigation related to any allocation hereunder.
Allocation of Aggregate Consideration. The portion of the Aggregate Consideration paid in cash and in WCI Stock in the Merger is set forth on Schedule 2.2, which will be revised at the Closing to reflect estimated adjustments pursuant to Sections 2.1(ii) and 2.1(iii). Final adjustments will be made pursuant to Sections 2.1(ii) and 2.1(iii) within ninety (90) days after the Closing and additional shares of Merger Stock will be issued to the Owner, or the Owner will return shares of Merger Stock, as necessary to effect such final adjustments. The shares of WCI Stock issued in connection with the Merger is sometimes referred to herein as the "MERGER STOCK," AND THE AMOUNT OF CASH ALLOCATED TO THE MERGER IS SOMETIMES REFERRED TO HEREIN AS THE "Merger Cash."
Allocation of Aggregate Consideration. The parties hereto agree to ------------------------------------- Execution Date (i) use their good faith efforts to agree upon an allocation of the Aggregate Consideration among the GRTV Assets within 30 days after the Execution Date (provided, however, that the parties hereby agree that in no event shall the amount be so allocated to depreciable personal property exceed the adjusted tax basis of such property as of the Effective Closing Date); (ii) to report the transactions contemplated hereby in accordance with the allocation agreed upon by the parties in computing their taxable income and otherwise in preparing and filing their tax returns for federal, state and local income tax purposes; and (iii) that, in the event any audit, proceeding, suit, action or investigation is brought against the other party before the Internal Revenue Service or any state, local or foreign counterpart, the United States Tax Court or any Federal or state court of competent jurisdiction, each will at all times use its commercially reasonable efforts to maintain and defend the reporting positions agreed on in this Agreement, and use its commercially reasonable efforts to obtain a settlement or resolution consistent with such position in any such proceeding.
Allocation of Aggregate Consideration. As soon as practicable following the Closing Date, the Seller and the Buyer shall endeavor to agree to an allocation schedule (the “Asset Allocation Schedule”) allocating the Aggregate Consideration among the Purchased Assets as of the Closing Date. Such Asset Allocation Schedule shall be prepared in accordance with the rules under Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations promulgated thereunder. The Seller and the Buyer hereby agree to act in accordance with the computations and allocations contained in any Asset Allocation Schedule in any relevant Tax Returns (as defined in Section 4.9) or filings (including any forms or reports required to be filed pursuant to Section 1060 of the Code, the regulations promulgated thereunder or any provisions of local, state and foreign law, and to cooperate in the preparation of any such returns or filings and to file such returns or filings in the manner required by applicable federal, state, county or local statute, law, ordinance, regulation, rule, code or order (“Law”). If the Aggregate Consideration is adjusted under Section 2.2 hereof, then, after the adjustment has become final in accordance with the provisions of Section 2.2, the Seller and the Buyer shall revise any Asset Allocation Schedule based upon the adjusted Aggregate Consideration.
Allocation of Aggregate Consideration. Purchaser and Seller shall consult with each other prior to the Closing Date with respect to the allocation of the Purchase Price among the Acquired Assets (the “Asset Allocation”); provided, however, that nothing in this Section 2.10 shall be deemed to obligate either Purchaser or Seller to agree on the Asset Allocation. Each of the parties hereto agrees that, in the event that they agree on the Asset Allocation, each party shall (a) not take a position on any Tax Return (including IRS Form 8594), that is in any way inconsistent with such mutually agreed upon Asset Allocation without the written consent of the other party, which consent will not be unreasonably withheld, or unless specifically required by an applicable governmental authority, and (b) promptly advise the other party regarding the existence of any tax audit, controversy or litigation related to such Asset Allocation. Notwithstanding the foregoing, nothing contained herein shall prevent Purchaser or Seller from settling any proposed deficiency or adjustment by any governmental authority based upon or arising out of the Asset Allocation, and neither Purchaser nor Seller shall be required to litigate before any court any proposed deficiency or adjustment by any governmental authority challenging such Asset Allocation.
Allocation of Aggregate Consideration. The Aggregate Consideration shall be allocated among the Purchased Assets and covenant not to compete in accordance with the following table. The allocation should be based on the fair market value as set forth in the Closing Balance Sheet, to the extent applicable, or as reasonably determined by Buyer in consultation with Seller. Asset Class Class Description I [cash and cash equivalents] III [mark to market assets] VI [Section 197 intangibles, covenant not to compete] VII [goodwill and going concern] *Asterisked material has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. Schedule 2.9
