Allocation of Closing Purchase Price. (a) On or prior to the Closing Date, Buyer and Sellers shall mutually agree upon a written statement (the “Statement of Allocation”) setting forth an allocation of the Closing Purchase Price (“Purchase Price Allocation”) (which for such purpose shall be increased by the amount of the liabilities assumed by Buyer). The Statement of Allocation shall include: (i) the assets to be purchased by each of Buyer LLC and Buyer NQ Sub; (ii) the portion of the Closing Purchase Price (whether cash or Units) that will be paid by or on behalf of Buyer LLC and Buyer NQ Sub to acquire the Acquired Assets, and (iii) an allocation of the portion of the Closing Purchase Price paid by or on behalf of each of Buyer LLC and Buyer NQ Sub (“Purchased Acquired Assets Allocation”) among each of the respective categories of Acquired Assets that are purchased. Buyer and Sellers agree that each of the allocations required to be prepared pursuant to this Section 1.8 shall be prepared in accordance with the provisions of Section 1060 of the Code, the Treasury Regulations promulgated thereunder and any similar provisions of state, local or foreign law, as applicable.
Allocation of Closing Purchase Price. The Closing Purchase Price shall be allocated in the following manner:
Allocation of Closing Purchase Price. The Purchase Price shall be allocated to the sale and/or exchange of the Purchased Assets by RGA to RGA Purchaser, the sale or exchange of the Equity Securities of Elemental by Representative to Elemental Purchaser and to the sale and/or exchange of control of the NFPs by Representative to RGA Purchaser as set forth on Schedule 2.5 hereto (the “Allocation Principles”). Within one hundred twenty (120) days following the Closing, Sellers will prepare and deliver to Purchasers a purchase price allocation schedule in respect of each of the Purchased Assets and the Assumed Liabilities with respect to RGA, with such allocation to be in accordance with Section 1060 of the Code to the extent applicable thereto and filed on IRS Form 8594, as applicable) and the allocation principles set forth on Schedule 2.5 hereto. Purchasers and Sellers agree to use commercially reasonable efforts to resolve in good faith any differences with respect to the purchase price allocation schedule. If Purchasers and Sellers are unable to resolve any such differences within thirty (30) days following Sellers’ delivery of the purchase price allocation schedule to Purchasers, Purchasers and Sellers may, for any purpose, take inconsistent positions with respect to the allocation of purchase price (including any undisputed element thereof), provided that neither Purchasers nor Sellers will take any position inconsistent with the Allocation Principles. If Purchasers does not object to the purchase price allocation schedule, or Purchasers and Sellers are able to resolve any differences within the thirty (30)-day period described above, the Parties agree to (a) prepare and file, or cause to be prepared and filed, each of their respective Tax Returns on a basis consistent with such allocation schedule (or such allocation schedule as agreed to by Purchasers and Sellers) and (b) unless otherwise required by Law, take no position inconsistent with such allocation schedule (or such allocation schedule as agreed to by Purchasers and Sellers) on any applicable Tax Return, in any Legal Proceeding before any Governmental Authority, in any report made for Tax, financial accounting, or any other purpose. RGA and Representative acknowledge and agree that if any payment is owed by Purchaser to Sellers, the payment of such amount to RGA shall be deemed a payment of such amount to the Sellers.
Allocation of Closing Purchase Price. (a) Sellers and Buyers agree to allocate and, as applicable, to cause their relevant Affiliates to allocate, the Closing Purchase Price, any payment pursuant to Section 1.11(e) and any other items that are treated as additional consideration for Tax purposes (including the assumption of any liabilities) among the Purchased Assets in accordance with Exhibit J attached hereto (the “Allocation Principles”).
Allocation of Closing Purchase Price. The Purchase Price shall be allocated in accordance with Schedule 1.6 hereto. Each of the parties shall timely file Internal Revenue Service Form 8594 in substantially the form attached hereto as Exhibit E.
Allocation of Closing Purchase Price. (a) An allocation of the Goodwill Price among the Dealerships will be agreed to by the parties as promptly as practicable but in no event later than the tenth (10th) business day after the date hereof. At least ten (10) days prior to the expected Closing Date, the Seller Parties shall provide the Purchaser with an allocation, substantially in the format set forth as Exhibit E hereto, of the Closing Purchase Price (as determined as of the applicable date of such allocation) and the applicable Assumed Liabilities (together with any other amounts constituting consideration for U.S. Federal income tax purposes) among the Purchased Assets (including the Transferred Interests) and a further allocation of such amounts allocated to the Transferred Interests among the assets of the Transferred Entities in accordance with Section 1060 of the Code and the Treasury regulations promulgated thereunder and consistent with the amounts paid to the applicable Seller Parties (or their designees) pursuant to Section 2.06(iii) (the “Allocation”) for the Purchaser’s review and comment. The Purchaser and the Seller Parties shall use commercially reasonable efforts to agree to the Allocation within thirty (30) days following the Closing Date (or within such other time period as mutually agreed to between the Purchaser and the Seller Parties). If the Purchaser and the Seller Parties are unable to resolve any disputed item in the Allocation within thirty (30) days following the Closing Date (or within such other time period as mutually agreed to between the Purchaser and the Seller Parties), any remaining disputed items shall be determined by the Independent Expert in accordance with the procedures set forth in Section 2.07.
Allocation of Closing Purchase Price. (a) On or prior to the Closing Date, Buyer and Seller shall mutually agree upon a written statement (the “Statement of Allocation”) setting forth an allocation of the Closing Purchase Price (“Purchase Price Allocation”) (which for such purpose shall be increased by the amount of the liabilities assumed by Buyer). The Statement of Allocation shall include: (i) the assets to be purchased by each of Ohio Management LLC, Buyer LLC and Buyer NQ Sub; (ii) the portion of the Closing Purchase Price that will be paid by or on behalf of Ohio Management LLC, Buyer LLC and Buyer NQ Sub to acquire the Acquired Assets, and (iii) an allocation of the portion of the Closing Purchase Price paid by or on behalf of each of Ohio Management LLC, Buyer LLC and Buyer NQ Sub (“
Allocation of Closing Purchase Price. The Closing Purchase Price shall be allocated in its entirety among the Assets in a manner consistent with Schedule 2.2(d), as required by Section 1060 of the Code and Treasury Regulations promulgated thereunder and any applicable foreign law. Sellers and Purchasers shall file all required information and tax returns (and any amendments thereto) in a manner consistent with this Section 11.4 and comply with the information reporting requirements of Section 1060 of the Code and Treasury Regulations promulgated thereunder and any applicable foreign law. If, contrary to the intent of the parties hereto as expressed in this Section 11.4, any U.S. or foreign taxing authority makes or proposes an allocation different from that provided for under this Section 11.4, Sellers and Purchasers shall cooperate with each other in good faith to contest such taxing authority’s allocation (or proposed allocation); provided, however, that after consultation with the party adversely affected by such allocation (or proposed allocation), another party hereto may file such protective claims or returns as may reasonably be required to protect its interests.
Allocation of Closing Purchase Price. 16 3.3 Additions to Closing Purchase Price ................ 16 3.4 Payment of Post-Closing Adjustments ................ 19 3.5
Allocation of Closing Purchase Price. The Closing Purchase Price shall be allocated among the Assets being sold hereunder in the manner required by Treasury Regulations 1.1060-IT as reasonably determined by the Company. The Company will submit to ETG a proposed allocation (the "Allocation") within ninety (90) days from the Closing Date. The Company and ETG agree that: except as otherwise required by law (i) the Allocation shall be binding on the Company and ETG for all federal, state and local Tax (as defined herein) purposes, (ii) the Company and ETG shall each execute a writing memorializing the Allocation, and (iii) the Company and ETG shall file with their respective federal income Tax Returns consistent IRS Forms 8594-Asset Acquisition Statements under Section 1060, including any required amendment thereto which shall reflect the allocations set forth in the Allocation. The parties acknowledge that the allocation of the Closing Purchase Price provided for in the Allocation will be based upon the book value of each component of the Assets, up to $50,000 will be allocated to the non-competition agreements executed pursuant to Section 7.9 hereof and any remainder shall be allocated to goodwill.
