Allocation of Consideration for Tax Purposes. Seller and Buyer agree that the portion of the Closing Cash Consideration, as adjusted, and the Assumed Obligations treated for federal tax purposes as consideration for a sale transaction (collectively, the “Allocable Amount”) shall be allocated among the various Conveyed Interests for federal and state income tax purposes. The initial draft of such allocations shall be prepared in a manner consistent with the Allocated Values by Seller and shall be provided to Buyer concurrently with the delivery of the Final Settlement Statement. Seller and Buyer shall then cooperate to prepare a final schedule of the Allocable Amount among the Conveyed Interests, which shall also be materially consistent with the Allocated Values (as adjusted, the “Allocation Schedule”). The Allocation Schedule shall be updated to reflect any adjustments to Allocable Amount. The allocation of the Allocable Amount shall be reflected on a completed Internal Revenue Service Form 8594 (Asset Acquisition Statement under Section 1060), which Form will be timely filed separately by Seller and Buyer (and/or the Tax Partnership, as appropriate) with the Internal Revenue Service pursuant to the requirements of Section 1060(b) of the Code. Each Party agrees not to (and to cause the Tax Partnership not to) take any position inconsistent with the allocations set forth in the Allocation Schedule unless required by applicable Law or with the consent of the other Party. The Parties further agree that the allocations set forth on the Allocation Schedule will represent reasonable estimates of the fair market values of the Conveyed Interests described therein.
Allocation of Consideration for Tax Purposes. (a) RTP and Buyer agree that the portion of the Purchase Price, as adjusted, attributable to the RTP Assets and the Assumed Obligations with respect to the RTP Assets and other amounts treated for Tax purposes as consideration for a sale transaction (to the extent known at such time) (collectively, the “Allocable RTP Amount”) shall be allocated among the various RTP Assets for Tax purposes. The initial draft of such allocations shall be prepared by RTP in a manner consistent with the related Allocated Values set forth in Exhibit X-0, Xxxxxxx X-0 and Exhibit B-2 and shall be provided to Buyer no later than 120 days after the Closing. RTP and Buyer shall then cooperate to prepare a final schedule of the Allocable RTP Amount among the RTP Assets, which shall also be materially consistent with the Allocated Values (as adjusted, the “RTP Allocation Schedule”). The RTP Allocation Schedule shall be updated to reflect any adjustments to the Allocable RTP Amount. The allocation of the Allocable RTP Amount shall be reflected on a completed Internal Revenue Service Form 8594 (Asset Acquisition Statement under Section 1060), which Form will be timely filed separately by RTP and Buyer with the Internal Revenue Service pursuant to the requirements of Section 1060(b) of the Code. RTP and Buyer agree not to take any position inconsistent with the allocations set forth in the RTP Allocation Schedule unless required by applicable Law or with the consent of the other Parties. The Parties further agree that the allocations set forth on the RTP Allocation Schedule will represent reasonable estimates of the fair market values of the RTP Assets described therein.
Allocation of Consideration for Tax Purposes. The parties agree to allocate the consideration paid pursuant to this Agreement in the manner and in accordance with the values specified in Exhibit 3.4 for tax purposes. None of the parties shall, at any time hereafter, in any tax or information return filed with any state or federal agency or in any audit, other tax proceeding or otherwise, take a position which is contrary to such allocation.
Allocation of Consideration for Tax Purposes. (a) The Holdco Closing Consideration, plus any assumed liabilities (and any other pertinent items), to the extent properly taken into account under the Code, shall be allocated among the assets of the Holdco Entities (for this purpose looking through entities that are disregarded entities for U.S. federal income tax purposes) in accordance with the Code and the Treasury Regulations promulgated thereunder (and any similar provision of state or local law, as appropriate) (the “Holdco Allocation”). The Holdco Allocation shall be delivered by Holdco Buyer to the Sellers’ Representative within ninety (90) days after the Closing Date for the Sellers’ Representative’s review and consent. Holdco Buyer and the Sellers’ Representative shall work in good faith to resolve any disputes relating to the Holdco Allocation. If Holdco Buyer and the Sellers’ Representative are unable to resolve any such dispute within thirty (30) days following the delivery of the Holdco Allocation by Holdco Buyer to the Sellers’ Representative, such dispute shall be resolved by the Neutral Accounting Arbitrator in a manner consistent with the procedures set forth in Section 2.06(a).
Allocation of Consideration for Tax Purposes. Not later than 90 days after the Closing Date, the Buyer shall prepare and deliver to the Seller a schedule allocating the Aggregate Purchase Price for the Acquired Assets (and any Assumed Liabilities and any other capitalizable costs to the extent properly taken into account under the Code) among the Acquired Assets of the Seller in accordance with Section 1060 of the Code and the Treasury Regulations thereunder. Seller shall provide any comments to the allocation to Buyer within 30 days after delivery of the allocation by the Buyer. Buyer and Seller shall use good faith efforts to resolve any dispute regarding the preparation of the allocation. The allocation as finally agreed to by the Buyer and Seller is referred to as the "Allocation"; provided, however, that if Seller does not provide any comments to the Buyer within 30 days after delivery of the allocation to Seller by the Buyer, the allocation delivered to Seller by Buyer will be the Allocation deemed agreed to by the Parties. The Buyer and Seller shall file all Tax Returns (including Internal Revenue Service Form 8594) consistent with the Allocation. Neither the Buyer nor Seller shall take any Tax position inconsistent with such Allocation, except to the extent otherwise required by applicable Law.
Allocation of Consideration for Tax Purposes. The Purchase Price (plus the Buyer’s Assumed Obligations, to the extent properly taken into account under the Code), shall be allocated among the Property in accordance with Section 1060 of the Code and the Treasury regulations promulgated thereunder (and any similar provision of state, local or foreign law, as appropriate) (the “Allocation”). The Allocation shall be consistent with Exhibit B, and shall be delivered by Buyer to Seller within ten (10) days after the Final Settlement Date for Seller’s approval, which approval shall not be unreasonably withheld, conditioned or delayed. Seller and Buyer shall work in good faith to resolve any disputes relating to the Allocation. If Seller and Buyer are unable to resolve any such dispute, such dispute shall be resolved promptly in accordance with the provisions of Section 2.3.3. If the Purchase Price is adjusted pursuant to
Allocation of Consideration for Tax Purposes. The parties agree to allocate the consideration paid pursuant to this Agreement in the manner and in accordance with the values specified in Appendix 3.4
Allocation of Consideration for Tax Purposes. (a) The Base Purchase Price, plus any assumed liabilities, to the extent properly taken into account under the Code, shall be allocated among the assets of the Company and the Company Subsidiaries in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provision of state or local law, as appropriate) (the “Allocation”). The Allocation shall be delivered by Parent to the Member Representative within ninety (90) days after the Closing Date for the Member Representative’s review. Parent and the Member Representative shall work in good faith to resolve any disputes relating to the Allocation. If Parent and the Member Representative are unable to resolve any such dispute within thirty (30) days following the delivery of the Allocation by Parent to the Member Representative, such dispute shall be resolved by the Neutral Accounting Arbitrator in a manner consistent with the procedures set forth in Section 3.04(d).
Allocation of Consideration for Tax Purposes. As soon as practicable after the Closing Date, but in any event not later than one hundred twenty (120) days after the Closing Date, Parent shall prepare and deliver to Buyer a schedule allocating the Purchase Price for the Purchased Assets (ignoring the Membership Interests and treating, for this purpose only, any assets of SinglePlatform as if they were Purchased Assets) pursuant to this Agreement (including any Assumed Liabilities and any other capitalizable costs to the extent properly taken into account under the Code) among the Purchased Assets in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (the “Allocation”). Buyer, Parent and Seller shall file all Tax Returns (including Internal Revenue Service Form 8594) consistent with the Allocation. None of Buyer, Parent or Seller shall take any Tax position inconsistent with such Allocation, except to the extent otherwise required by Law.
Allocation of Consideration for Tax Purposes. The parties agree to allocate the consideration paid pursuant to this Agreement, first to the real property transferred (to the fair market value thereof), second to the remaining tangible assets (to the amount of the book value thereof) and the balance to goodwill. Notwithstanding the foregoing, all payments made pursuant to Section 3.1.3 and any payment made pursuant to Section 3.1.1 as a result of the 1999 EBITDA will be allocated to goodwill. None of the parties shall, at any time hereafter, in any tax or information return filed with any state or federal agency or in any audit, other tax proceeding or otherwise, take a position which is contrary to such allocation.
