Allocation of Purchase Price for Tax Purposes. The Seller and the Purchaser agree that, for all tax reporting purposes, the allocation of the Cash Purchase Price and the Assumed Liabilities to the Acquired Assets shall be as set forth on Schedule 1.8, which Schedule 1.8 shall be completed by the Closing Date and which, when completed, will have been arrived at by arm’s length negotiation in compliance with Section 1060 of the Internal Revenue Code of 1986, as amended. In their preparation of Schedule 1.8, the Seller and the Purchaser will use their best efforts to value the Assumed Liabilities (including, in particular, the Assumed Liabilities associated with compliance with Environmental Laws included therein) as of the Closing Date in accordance with the most recent estimates of the amount and timing of such Liabilities then available to the Purchaser and the Seller. If there is any adjustment to the Unadjusted Cash Purchase Price or the Assumed Liabilities in accordance with this Agreement, the Seller and the Purchase agree to make appropriate adjustments to the allocation set forth in Schedule 1.8. Each of the Purchaser and the Seller shall (i) timely file all forms (including Internal Revenue Service Form 8594) and Tax Returns required to be filed in connection with such allocation, (ii) be bound by such allocation for purposes of determining Taxes, (iii) prepare and file, or cause to be prepared and filed, its Tax Returns on a basis consistent with such allocation and (iv) take no position, or cause no position to be taken, inconsistent with such allocation on any applicable Tax Return, in any audit or proceeding before any Tax Authority or in any report made for Tax purposes. However, nothing in this Section 1.8 shall be deemed to prohibit the Purchaser, for financial reporting purposes, from making adjustments to the Purchase Price as determined for tax purposes in order to reflect the costs incurred by the Purchaser in connection with this transaction and, if in the reasonable judgment of the Purchaser and its independent public accountants, additional adjustments are necessary or appropriate based upon GAAP and the most recent estimates then available to the Purchaser as to the amount and timing of the Assumed Liabilities associated with compliance with Environmental Laws being assumed by the Purchaser in connection with this transaction. If the allocation set forth on Schedule 1.8 is disputed by any Taxing Authority, the party receiving notice of such dispute shall promptly notify the other ...
Allocation of Purchase Price for Tax Purposes. For federal income tax purposes, Buyer and Seller agree that the Final Price shall be allocated among the Assets transferred to Buyer by each of (i) Carrizo, (ii) CLLR, (iii) Hondo and (iv) Mescalero, in accordance with the principles of Section 1060 of the Code and the Treasury Regulations and in a manner reasonably consistent with the Allocated Values, and will be set forth in separate schedules proposed by Seller and reasonably acceptable to Buyer (the “Tax Allocations”). If Seller and Buyer are unable to agree upon the Tax Allocations within 15 days of delivery of proposed schedules by Seller, the matter will be submitted to the Accounting Arbitrator for binding resolution in accordance with Section 3.6. Buyer and Seller shall each bear their own respective costs of obtaining such resolution, except that any fees and expenses related to the procurement of services from an Accounting Arbitrator shall be shared equally by Buyer and Seller. Buyer and Seller agree that (i) the Tax Allocations, as adjusted by Seller in its reasonable discretion, shall be used by Seller and Buyer as the basis for reporting asset values and other items for purposes of all federal, state and local Tax returns, including Internal Revenue Service Form 8594 and (ii) neither they nor their Affiliates will take positions inconsistent with such Tax Allocations in notices to Governmental Authorities, in audit or other proceedings with respect to Taxes, in notices to preferential purchase right holders, or in other documents or notices relating to the transactions contemplated by this Agreement, except as required by applicable Law. Seller makes no representation or warranty as to the accuracy of any value determined hereunder.
Allocation of Purchase Price for Tax Purposes. After the Closing the parties will jointly agree as to the allocation of the Purchase Price and shall file the forms required by Section 1060 of the Code in accordance therewith.
Allocation of Purchase Price for Tax Purposes. Promptly after the execution of this Agreement, Buyer will prepare and deliver to Sellers a proposed allocation of the Unadjusted Purchase Price among each of the Assets in compliance with the principles of Section 1060 of the Code and the Treasury Regulations thereunder. Thereafter, Buyer and Sellers will use commercially reasonable efforts to agree upon such allocation. To the extent permitted by Law, such allocation of value shall be generally treated as Class V assets for purposes of Internal Revenue Service Form 8594. Such agreed allocation for any Asset shall be consistent with Section 2.02 and shall be increased or reduced as described in Articles III and IV (the “Tax Allocated Value”). Sellers and Buyer agree (1) that the Tax Allocated Values shall be used by Sellers and Buyer as the basis for reporting asset values and other items for purposes of all federal, state, and local Tax Returns, including without limitation Internal Revenue Service Form 8594 and (2) that neither they nor their Affiliates will take positions inconsistent with the Tax Allocated Values in notices to Governmental Authorities, in audit or other proceedings with respect to Taxes unless required by applicable Law or with the consent of the other Party. Buyer and Sellers agree that each shall furnish the other a copy of Form 8594 (Asset Acquisition Statement under Section 1060) proposed to be filed with the Internal Revenue Service by such party or any Affiliate thereof ten (10) days prior to such filing.
Allocation of Purchase Price for Tax Purposes. As promptly as practicable following the date hereof, Seller shall provide to Purchaser a schedule prepared in accordance with Sections 338 and 1060 of the Code, allocating the Purchase Price, as adjusted in accordance with Section 1.6, and the Assumed Liabilities among the Acquired Assets and the Interests for all tax and other reporting purposes. The Seller and the Purchaser shall be bound by such allocation (and if necessary, any adjusted allocation), and shall file, or cause to be filed, a Form 8594 and all applicable federal, state, local and foreign income, franchise and excise Tax Returns in a manner that is consistent with such allocation. If the allocation is disputed by any Taxing Authority, the party receiving notice of such dispute shall promptly notify the other party hereto concerning the existence of such dispute and the parties shall consult with each other with respect to all issues related to the allocation in connection with such dispute. If a different allocation proposed by the Internal Revenue Service (the "IRS") is finally determined, either party may file amended returns based on such allocation or any other allocation. An allocation shall be considered to be finally determined when such allocation cannot be contested in any court of competent jurisdiction.
Allocation of Purchase Price for Tax Purposes. The Purchase Price shall be allocated among the Purchased Assets as of the Closing in accordance with a schedule to be prepared by Purchaser, using the allocation method provided by Section 1060 of the Code and the regulations thereunder. The consent of Seller under this Section shall not be a condition to the Closing. The Parties shall cooperate to comply with all substantive and procedural requirements of Section 1060 of the Code and the regulations thereunder, and except for any adjustment to the Purchase Price, the allocation shall be adjusted only if and to the extent necessary to comply with such requirements. Purchaser and Seller agree that they will not take nor will they permit any Affiliate to take, for income Tax purposes, any position inconsistent with such allocation; provided, however, that (i) Purchaser’s cost may differ from the total amount allocated hereunder to reflect the inclusion in the total cost of items (for example, capitalized acquisition expenses) not included in the total amount so allocated, and (ii) the amount realized by Seller may differ from the amount allocated to reflect transaction costs that reduce the amount realized for federal income Tax purposes. Transfer Taxes on the Deeds shall be calculated based on such allocation.
Allocation of Purchase Price for Tax Purposes. On or prior to Closing, Seller and Buyer will use commercially reasonable efforts to agree to a Tax allocation on Internal Revenue 24 Service Form 8594 and any similar form that may be required. If Seller and Buyer agree to such a Tax allocation, Seller and Buyer agree that neither they nor their affiliates will take positions inconsistent with such agreed Tax allocation in notices to government authorities, in audit or other proceedings with respect to Taxes.
Allocation of Purchase Price for Tax Purposes. Buyer and Sellers will use commercially reasonable efforts to agree, on or before the Closing Date, upon an allocation of the unadjusted Purchase Price in compliance with the principles of Section 1060 of the Code, and the Treasury regulations thereunder, which will include an allocation of value between the Assets located in Texas and the Assets located in Oklahoma. If Sellers and Buyer agree to such allocation, Sellers and Buyer agree (1) that such allocation shall be used by Sellers and Buyer as the basis for reporting asset values and other items for purposes of all federal, state, and local tax returns, including without limitation Internal Revenue Service Form 8594, (2) that neither they nor their affiliates will take positions inconsistent with such allocation in notices to governmental bodies, in audit or other proceedings with respect to taxes unless required by applicable law or with the consent of the other Parties, and (3) Buyer and Sellers agree that each shall furnish the other a copy of Form 8594 (Asset Acquisition Statement under Section 1060) proposed to be filed with the Internal Revenue Service by such Party or any affiliate thereof thirty (30) days prior to such filing.
Allocation of Purchase Price for Tax Purposes. The Purchase Price (and all other capitalized costs plus other relevant items that are considered assumed liabilities for United States federal income tax purposes, if any) shall be allocated among the Assets consistent with the principles of Section 1060 of the Code (the “
Allocation of Purchase Price for Tax Purposes. (a) The parties agree that for tax purposes, the Purchase Price will be deemed to be $22,500,000. As soon as practicable after the Closing Date, FRP shall deliver to Pennzoil a statement (the "ALLOCATION STATEMENT"), setting forth the value of the Purchased Assets for tax purposes which shall be used for the allocation of the Purchase Price (together with the Assumed Liabilities) among the Purchased Assets.
