Allocation of Asset Purchase Price. The Asset Purchase Price set forth in the Restructure Agreement is hereby allocated among the Purchased Assets as follows: Description Fair Market Value Allocation ----------- ----------------- ---------- Class I Class II Class III Class IV Class V
Allocation of Asset Purchase Price. The Asset Purchase Price shall be allocated as set forth on the attached Schedule 2.5 or, if Schedule 2.5 is not attached hereto, as subsequently agreed by the parties. If the parties are unable to agree, such allocation shall be determined by independent certified public accountants selected by mutual agreement of the parties. Each party hereto agrees (a) to complete jointly and to file separately Form 8594 with its federal income tax return consistent with such allocation for the tax year in which the Closing occurs and (b) that it shall not take a position on any income, transfer, gains or other tax return, or before any Governmental Entity charged with the collection of any such Tax or in any judicial proceeding, that is in any manner inconsistent with the terms of any such allocation.
Allocation of Asset Purchase Price. CTC and Sellers agree that the Asset Purchase Price shall be allocated as set forth in Schedule 2.5. Buyer and Sellers will cooperate in the timely preparation of their respective IRS Forms 8594 in connection with the transactions contemplated by this Agreement, which shall reflect the above allocation of the Purchase Price.
Allocation of Asset Purchase Price. The parties hereto acknowledge and agree that the purchase and sale of the Acquired Assets is an “applicable asset acquisition” within the meaning of Section 1060(c) of the Code. The Purchaser and the Sellers shall agree upon a statement (“Allocation Statement”) setting forth the value of the Acquired Assets that shall be used for the allocation of the Asset Purchase Price amongst the Acquired Assets. The Allocation Statement shall be in accordance with Section 1060(c) of the Code and the applicable regulations issued thereunder. The Allocation Statement shall be prepared as follows: (i) within 30 days of Closing, Purchaser shall prepare and deliver to Sellers a draft of the Allocation Statement allocating the Asset Purchase Price among the Acquired Assets; (ii) Sellers shall have the right to review the draft of the Allocation Statement, and, within thirty (30) days after their receipt thereof, Sellers shall notify Purchaser in writing of any proposed changes thereto; provided, that, if Sellers do not provide any written changes within such 30-day period, Sellers shall be deemed to have agreed to the Allocation Statement as prepared by Purchaser; (iii) if Sellers provide any comments to the Purchaser and Purchaser is in disagreement or objection to any such comments, and the parties do not resolve all such disagreement or objection within thirty (30) days after Sellers’ written notification to Purchaser of proposed changes, the parties shall submit all remaining disputed items to an Independent Accounting Firm for resolution. The Independent Accounting Firm’s review shall be limited to the remaining disputed items, and its determination shall be conclusive and binding on the parties hereto and shall not be subject to appeal or further review. The costs of the Independent Accounting Firm shall be borne by Sellers and Purchaser equally. In the event the Purchaser defaults in its obligation set forth in item (i) above, then the Sellers shall be free to allocate for Tax purposes the Asset Purchase Price of the Acquired Assets as they deem proper. Purchaser and Sellers agree to timely file Internal Revenue Service Form 8594, if so required by applicable law, reflecting the Asset Purchase Price Allocation as set forth in the final Allocation Schedule for the taxable year that includes the Closing Date and to make any timely filing required by other applicable Tax Laws. The final Allocation Schedule shall be binding on Sellers and Purchaser for all Tax reporting...
Allocation of Asset Purchase Price. Southwest and Pinnacle agree, and Pinnacle agrees to cause CCRI to allocate the Asset Purchase Price for tax purposes as agreed upon by the parties in consultation with their tax advisors before the Closing Date. The parties agree to amend this Agreement to designate an allocation of the Asset Purchase Price, which will be attached to this Agreement as Exhibit 10, before the Closing Date. The parties will be bound by that allocation for federal and state tax purposes, will file all applicable tax returns and other required tax related schedules and documents, and must not adopt or otherwise assert tax positions inconsistent with the agreed upon allocation, provided however, that nothing in this Agreement requires any party to violate any law, statute or regulation.
Allocation of Asset Purchase Price. Not later than 30 days ---------------------------------- following the Closing Date, the Purchaser shall deliver to the Company a schedule allocating the Purchase Price among the Domestic Purchased Assets, which schedule shall be binding upon the Purchaser and the Company for all accounting and tax purposes.
Allocation of Asset Purchase Price. The parties hereto agree that the sum of the Purchase Price and the Payables shall be allocated to the Assets and the Seaboard Kentucky Assets in accordance with Exhibit 3.4 hereto. The parties hereto acknowledge that such allocation represents the fair market value of the Assets and shall be binding upon the parties hereto for federal and state tax purposes. Each party covenants to report gain or loss or cost basis, as the case may be, in a manner consistent with Exhibit 3.4 for federal and state tax purposes. Promptly after the Settlement Date, the parties shall exchange mutually acceptable and completed IRS Forms 8594 which they shall use to report the transaction contemplated under this Agreement to the Internal Revenue Service in accordance with such allocation.
Allocation of Asset Purchase Price. Exhibit 1.1.2(1) LEASE THIS LEASE, made September 19, 1991 between Willowbrook Office an Illinois limited partnership, sole beneficiary of American National Bank and Trust Company of Chicago, as Trustee under Trust Agreement dated March 1, 1979 and known as Trust No. 46058 (herein called Lessor), and THE LAND SALES RESOURCE, INC. (herein called Lessee), whereby Lessee has leased from Lessor, and Lessor has demised to Lessee, certain premises containing approximately 1,352 square feet, and designated as Unit 9N (herein called Leased Premises), as outlined in red on the attached (Exhibit A) building floor plan, in the building (herein called Building) on Lot 1 in the Resubdivision of Xxx 00 xx Xxxxxxxxxxx Xxxxxxxxx Xxxxx, Xxxxxxxxxxx, Xxxxxxxx situated on a parcel of ground (herein called Site), the vacant portion of which is improved with parking areas, driveways and landscaping. The Lease term will be for a term of 5 years 6 months and will commence on November 1, 1991 and terminate April 30, 1997 (herein called Lease Term).
Allocation of Asset Purchase Price. Exhibit J sets forth the allocation agreed to by Sellers and Buyer of the Asset Purchase Price among the various items included in the Assets and Business being transferred by Sellers to Buyer for purposes of determining the relevant tax consequences of the transactions contemplated by this Agreement. The Parties intend that Exhibit J conform to the requirements of Section 1060 of the Internal Revenue Code; and they agree to be bound thereby and to act in accordance with it in the preparation and filing of Tax Returns (including Internal Revenue Service From 8594 and any exhibits thereto), information returns, schedules or other filings made with the Internal Revenue Service or other Governmental Authorities. Any adjustments to the Asset Purchase Price pursuant to Section 2.3.1 or Article 8 shall be allocated in a manner consistent with this Section 9.1
Allocation of Asset Purchase Price. Seller and Buyer agree that (i) $10,000 of the Asset Purchase Price shall be allocable to the restrictive covenants and agreements as set forth in this Section 4.14, (ii) $10,000 of the Asset of Asset Purchase Price shall be allocated to the purchase of software included in the Subject Assets, and (iii) the balance of the Asset Purchase Price shall be allocated to the purchase of the remainder of the Subject Assets, including Seller’s rights under its customer agreements.
