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. (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 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 Assumed Liabilities and Aggregate Consideration for the Acquired Assets shall be allocated, for Tax purposes, among the Acquired Assets, the restrictive covenants set forth in Section 6.6 of this Agreement and such other items that a Party believes necessary or appropriate (and, to the extent any of the Acquired Assets constitute interests in any entity taxable as a partnership for federal income tax purposes, among the assets of such entity) in accordance with (a) Section 1060 of the Code and the Treasury Regulations promulgated pursuant thereto (and, if applicable, Section 751 of the Code) and (b) this Section 2.8. Federated shall prepare and deliver to Seller within one hundred eighty days (180) days after the Closing Date (but, if earlier, in no event fewer than sixty (60) days prior to the date that any Tax Return required to be filed by Seller (including any allowable extension) and that reflects the transactions contemplated herein is due) a preliminary allocation statement to allocate the Closing Payment and deliver it to Seller for review; thereafter, Federated shall prepare and deliver to Seller within one hundred eighty days (180) days after the close of each calendar year (but, if earlier, in no event fewer than sixty (60) days prior to the date that any Tax Return required to be filed by Seller (including any allowable extension) and that reflects the transactions contemplated herein is due) during which any Contingent Payments are made pursuant to this Agreement a revised allocation statement to allocate the Closing Payment and the cumulative Contingent Payments paid during or prior to such calendar year. Seller will have the opportunity to review each such draft and revised allocation statement provided by Federated pursuant to this Section 2.8 and provide written notice of objections to Federated 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’s draft or revised allocation statement shall be final and binding and not subject to further dispute (but will be subject to further revision consistent with this Section 2.8 and the principles set forth in the most recent final allocation statement in the event that further Contingent Payments are made). If Seller delivers a written notice of objection to Federated in a timely manner, and Seller and Federated do not resolve such objections to their mutual satisfaction wi...
Allocation of Aggregate Consideration. City, Farmers, and Farmers Deposit Bank agree to allocate the Aggregate Consideration (plus an amount equal to the liabilities of Farmers Deposit Bank) to the assets of Farmers Deposit Bank for tax purposes in accordance with the methodology set forth in Exhibit A attached hereto. City, Farmers, and Famers Deposit Bank shall file all tax returns (including amended returns and claims for refund) in a manner consistent with such allocation.
Allocation of Aggregate Consideration. The parties will cooperate with each other to prepare a schedule within thirty (30) days after the Closing allocating the Aggregate Consideration among the Purchased Assets. The parties hereto agree that such allocation will reflect the respective fair market values of the Purchased Assets and that they will not take a position inconsistent with such allocation for federal, state, provincial or local Tax purposes.
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 provided for in Section 2.3 hereof shall be allocated among the Purchased Assets, the personal goodwill of Wxxxx X. Xxxxxxx, Xx. and the covenant not-to-compete contained in Section 5.1 hereof in the manner set forth on Schedule 2.9 attached hereto, consistent with Section 6.2 hereof. The allocation of the Aggregate Consideration pursuant to this provision shall be used by the LP Group, Gxxxxxx, Xxx Self, Jxxx Xxxxxxxx and Buyer for all Tax purposes and they shall take no position inconsistent or contrary thereto.
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
