Allocation of the Consideration. For Canadian tax purposes, the Consideration shall be allocated among the Business Assets in accordance with Schedule 2.5. Columbia House Canada, the partners of Columbia House Canada and Canadian Sub agree to report the acquisition and transfer of the Business Assets in any returns required to be filed under the ITA and any other taxation statutes in accordance with the provisions thereof.
Allocation of the Consideration. Ashland and Buyer shall cooperate in good faith to mutually agree before Closing to an allocation of the Consideration among Ashland and the Asset Selling Corporations (the “Seller Entity Allocation”). To facilitate such agreement, within fifteen (15) days hereof, the Seller shall provide financial statements with respect to the portion of the Business conducted by Ashland and each Asset Selling Corporations. Within thirty (30) days after the receipt of such financial statements, Buyer shall provide to Ashland a proposed allocation of the Consideration among Ashland and the Asset Selling Corporations. Within thirty (30) days after the receipt of such allocation, Ashland shall propose to Buyer any changes to such allocation or otherwise shall be deemed to have agreed with such allocation. Ashland and Buyer shall cooperate in good faith to resolve any disagreements as to the Seller Entity Allocation prior to Closing; provided that reaching such agreement shall not be a condition to Closing. With respect to Ashland and each of the Asset Selling Corporations, within thirty (30) days following Closing, Buyer shall provide to Ashland a proposed allocation of the Consideration among the categories of Conveyed Assets. Within ten (10) days after the receipt of such allocation, Ashland shall propose to Buyer any changes to such allocation or otherwise shall be deemed to have agreed with such allocation (the “Asset Allocations”). Buyer’s proposals shall be in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (or similar state or foreign Tax laws) and Buyer and Ashland shall cooperate in good faith to mutually agree to the Asset Allocations. The Seller Entity Allocation and the Asset Allocation shall be adjusted to reflect adjustments to the Purchase Price hereunder. Each of Ashland and the Asset Selling Corporations and their respective Affiliates, on the one hand, and each of Buyer, the Buyer Corporations and their respective Affiliates, on the other, shall (i) be bound by an agreed upon Seller Entity Allocation and the agreed upon Asset Allocations for purposes of determining any Taxes, (ii) prepare and file its Tax Returns on a basis consistent with such allocations and (iii) take no position inconsistent with such allocations on any applicable Tax Return or in any Proceeding before any Governmental Authority or otherwise.
Allocation of the Consideration. The Consideration (less any payments required under Section 2.2 hereof) shall be allocated among the Property in accordance with section 1060 of the Internal Revenue Code of 1986, as amended (the "CODE"), and the Treasury regulations promulgated thereunder, and such allocations shall be reflected on EXHIBIT "E" attached hereto. HBR and IWRA agree to file their respective United States federal and state income "Tax Returns" (as defined below), including Internal Revenue Service Form 8594, in a manner consistent with EXHIBIT "E" as such exhibit may be adjusted, from time to time. Prior to the Closing, EXHIBIT "E" shall be prepared by HBR and be reasonably acceptable to IWRA. Any additional Consideration paid pursuant to Section 2.2 hereof shall be allocated pursuant to section 1060 of the Code and in a manner consistent with the allocations as set forth on EXHIBIT "E".
Allocation of the Consideration. The Parties agree that the transactions contemplated by this Agreement shall be treated as a taxable transaction under the Internal Revenue Code of 1986, as amended (the “Code”). The Parties agree that the allocation of the Purchase Price among the Purchased Assets shall be as determined by the Purchaser, but shall be subject to the reasonable approval of the Seller and shall be allocated among such assets in a manner consistent with the requirements set forth in Section 1060 of the Code and the Treasury regulations promulgated there under. The Purchaser shall provide the proposed allocation to the Seller and the Parties shall in good faith mutually agree to the allocation of the Purchase Price on or before August 31, 2005. Such allocation will be binding on the Parties for federal income tax purposes, and will be consistently reflected by each Party on their respective federal income tax returns. The Parties agree to prepare and timely file all applicable Internal Revenue Service forms reflecting such allocation, and to furnish each other with a copy of such forms within thirty (30) days after the same have been filed.
Allocation of the Consideration. The Consideration shall be allocated among the Assigned Assets for all purposes (including tax and financial accounting) in accordance with an allocation methodology agreed upon by the Parties. The Parties shall file all Tax returns (including amended returns and claims for refund) and information reports in a manner consistent with such allocation methodology.
Allocation of the Consideration. Seller and Buyer covenant to use their respective Best Efforts to, on or prior to the Closing Date, agree on the allocation of the Consideration to be set forth in Schedule 2.5, subject to such adjustment as Seller and Buyer may agree to reflect any adjustment to the Purchase Price pursuant to Section 2.4. If Seller and Buyer fail to reach agreement on the adjustment of the allocation of the Consideration (as adjusted) within thirty (30) days after the date of any payment pursuant to Section 2.4(d), the allocation of Consideration (as adjusted) shall be adjusted pro rata for each category of assets reflected in Schedule 2.5 (the allocation of the Consideration, as so adjusted, is hereinafter referred to as the "Allocation"). Seller, on the one hand, and Buyer, on the other, shall (i) be bound by any Allocation for purposes of determining any Taxes, (ii) prepare and file its Tax Returns on a basis consistent with any Allocation, and (iii) take no position inconsistent with any Allocation on any applicable Tax Return or in any Action before any Governmental Authority or otherwise. In the event that the Allocation is disputed by any Governmental Authority, the party receiving notice of the dispute shall promptly notify the other party hereto concerning resolution of the dispute. Seller and Buyer acknowledge that the Allocation will be prepared at arm's length based upon a good faith estimate of fair market values.
Allocation of the Consideration. All considerations paid by Buyer to Seller pursuant to Section 2.6 shall be allocated for Tax purposes among the Purchased Assets as mutually agreed to by the parties (the “Allocation”). Seller and Buyer agree not to take a position on any Income Tax return, before any Governmental Authority or in any judicial proceeding that is inconsistent with the Allocation.
Allocation of the Consideration. The parties have agreed that Buyer will prepare an initial allocation of the Purchase Price, the Assumed Liabilities and other relevant items among the Transferred Assets in accordance with the methodologies set forth in Schedule 1.6, for Seller’s review, comment and approval. Buyer will accept all comments of Seller on the allocation of the Purchase Price, the Assumed Liabilities and other relevant items. In the event an adjustment to the Purchase Price is made pursuant to Section 1.3 or otherwise under this Agreement (and any refunds and/or other payments are made in connection therewith), the allocation of the Purchase Price shall be revised by Buyer (subject to the review, comment and approval of Seller) to allocate such adjustment to the Transferred Assets based upon the item to which such adjustment is attributable. The parties acknowledge and agree that (a) the Purchase Price, the Assumed Liabilities and other relevant items shall be allocated among the Selling Affiliates and across such assets or jurisdictions on Schedule 1.6 as Seller determines in its reasonable discretion, (b) except as required in connection with a determination within the meaning of Section 1313(a) of the Code (or equivalent provision of state, local, or foreign Law), (i) this allocation shall be binding on the parties for federal, state, local, foreign and other Tax reporting purposes, (ii) no party will assert or maintain a Tax position inconsistent with this allocation and (iii) the applicable Tax Returns to be filed by any of the parties or their subsidiaries shall reflect this allocation and (c) for financial accounting purposes, Buyer may allocate the Purchase Price, the Assumed Liabilities and other relevant items among the Transferred Assets in accordance with a valuation study performed by an independent third party engaged by Buyer.
Allocation of the Consideration. Following the Closing, the Parent shall determine the final tax allocation of the Total Consideration and shall provide the Seller with such tax allocation. The Seller shall have the opportunity to review and evaluate such allocation. Unless the Seller reasonably objects to such allocation, the Parent and the Seller agree that such tax allocation will be binding on all parties for federal income tax purposes in connection with the purchase and sale of the Purchased Assets, and will be consistently reflected by each party on its respective income Tax Returns. The Parent and the Seller agree to prepare and timely file all applicable Internal Revenue Service forms, including Form 8594 (Asset Acquisition Statement), and other governmental forms, to cooperate with each other in the preparation of such forms and to furnish each other with a copy of such forms prepared in draft, within a reasonable period prior to the filing due date thereof. In the event the Seller reasonably objects to such allocation, the Parent shall engage a third party accounting firm, which is reasonably acceptable to the Seller, to provide advice on the tax allocation. Such tax allocation will then be binding on all parties.
Allocation of the Consideration. The parties hereby agree that Section 2.4 of the Purchase Agreement shall be deleted in its entirety and the following shall be substituted in its place:
