Allocation of the Purchase Price Sample Clauses

Allocation of the Purchase Price. The Purchase Price, the Winc Preferred Shares, and Assumed Liabilities (and other relevant items for U.S. federal income Tax purposes) shall be allocated following the Closing according to the principles set forth on Section 2.03 of the Disclosure Schedules and shall contain sufficient detail to permit the Parties to make the computations and adjustments required under Section 1060 of the Code and the Treasury Regulations thereunder, and any adjustments to the Purchase Price shall be allocated in a manner consistent thereto (the “Allocation”). The Buyer shall deliver a proposed Allocation to the Seller within ninety (90) days of the Closing Date, and the Seller shall notify the Buyer of any objections within thirty (30) days of receiving such proposed Allocation. If no such objections are received, the Buyer’s proposed Allocation shall be considered final. If the Buyer and the Seller are unable to resolve any dispute with respect to the Allocation within fifteen (15) days of the Seller’s objection, such dispute shall be resolved by the Arbitration Firm in accordance with the principles of Section 2.05
Allocation of the Purchase Price. The Purchase Price (to the extent required by the Tax Code) shall be allocated among the Purchased Assets and by entity as of the Closing Date in accordance with the relative fair market value of the Purchased Assets at that time, to the extent relevant, and in a manner consistent with Section 1060 of the Tax Code and the Regulations which allocation will be set out in a schedule to be prepared by Purchaser and to be agreed upon by LGI within thirty (30) days after the Closing Date (the “Allocation”). If LGI and the Purchaser are unable to agree upon the Allocation within thirty (30) days after the Closing Date, the disputed items shall be resolved by KPMG LLP (or if unable or unwilling to accept its mandate, an independent accountant to be mutually agreed upon by Sellers and Purchaser). Subject to the foregoing provisions of this Section 2.06, for all Tax purposes, the Purchaser and the Sellers agree that the Transactions shall be reported in a manner consistent with the terms of this Agreement, including the Allocation, and that none of them will take any position inconsistent therewith in any Tax Return, in any refund claim, in any litigation, or otherwise. The Sellers and the Purchaser agree to cooperate with each other in preparing IRS Form 8594 (including any subsequent adjustments required thereto), and to furnish the other with a copy of such form prepared in draft form within a reasonable period before its filing due date. If such allocation is disputed by any taxation or other Governmental Authority, the Purchaser or any Seller receiving notice of such dispute will promptly notify the other party and the parties will use their reasonable best efforts to sustain the final allocation. The parties will share information and cooperate in good faith to permit the Transactions to be properly, timely and consistently reported.
Allocation of the Purchase Price. Prior to Closing, Buyer and Seller shall agree to an allocation of the Purchase Price. Buyer and Seller shall use such allocation for all reporting purposes in connection with federal, state and local income and, to the extent permitted under applicable law, franchise taxes. Buyer and Seller agree to report such allocation to the Internal Revenue Service in the form required by Treasury Regulation ss. 1.1060-1T.
Allocation of the Purchase Price. The Purchase Price shall be allocated amongst the Assets as provided in Schedule A attached hereto, and each party shall file in a manner consistent therewith (i) the reports required under Section 1060 of the Internal Revenue Code of 1986, as amended, and (ii) their respective Federal, state and local tax returns.
Allocation of the Purchase Price. Prior to Closing, Buyer and --------------------------------- Sellers shall use good faith efforts to agree to an allocation of the Purchase Price. Buyer and Sellers shall use such allocation, if agreed upon, for all reporting purposes in connection with federal, state and local income and, to the extent permitted under applicable law, franchise taxes. Buyer and Sellers agree to report such allocation to the Internal Revenue Service in the form required by Treasury Regulation 1.1060-1T.
Allocation of the Purchase Price. Buyer and Seller have allocated the Purchase Price among the Assets as set forth on Exhibit B. The value so allocated to a particular Asset may be referred to as the “Allocated Value” for that Asset. The undeveloped locations specifically described on Exhibit B shall be included in the term “Assets.”
Allocation of the Purchase Price. (1) Buyer shall prepare a proposed allocation of the Purchase Price among the Assets in accordance with Section 1060 of the Code, which proposed allocation shall be delivered to Seller for review and comment within sixty (60) days following the Closing Date (“Proposed Allocation Statement”). Seller shall provide to Buyer in writing within ten (10) days of the receipt of such Proposed Allocation Statement any objections thereto.
Allocation of the Purchase Price. The Purchase Price shall be allocated among the Properties as set forth on Exhibit A-1 or Exhibit A-2, as applicable. The value so allocated to a particular Property may be referred to as the “Allocated Value” for that Property. Buyer and Sellers agree that the Allocated Value attributable to each of the Properties is attributed thereto for the sole purpose of adjusting the Purchase Price in respect of Title Defects, and in no event shall such value be deemed controlling for any other purpose (including tax purposes) or be deemed by Buyer, Sellers or any Third Party to be a representation or warranty of any kind by either Party or by any Person as to the productive capacity, quantity of reserves or actual value attributable to such Property.
Allocation of the Purchase Price. The Purchase Price allocation shall be prepared by CTB. CTB and the Selling Entities (in consultation with each party's financial advisors) shall agree in writing to the allocation prior to the Closing. The Selling Entities and CTB shall prepare their respective federal, state and local tax returns employing such agreed allocation and shall not take a position in any tax proceeding or otherwise that is inconsistent with such allocation. The Selling Entities and CTB shall give prompt notice to each other of the commencement of any tax audit or the assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation.
Allocation of the Purchase Price. Prior to the Closing Date, Buyer and Seller shall use their good faith efforts to agree to the allocation (the "Allocation") of the Purchase Price, the Assumed Liabilities and other relevant items (including, for example, adjustments to the Purchase Price) to the individual assets or classes of assets within the meaning of Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code"). If Buyer and Seller agree to such Allocation prior to Closing, Buyer and Seller covenant and agree that (i) the values assigned to the assets by the parties' mutual agreement shall be conclusive and final for all purposes, and (ii) neither Buyer nor Seller will take any position before any Governmental Authority or in any judicial proceeding that is in any way inconsistent with such allocation. Notwithstanding the foregoing, if Buyer and Seller cannot agree to an Allocation, Buyer and Seller covenant and agree to file, and to cause their respective Affiliates to file, all tax returns and schedules thereto (including, for example, amended returns, claims for refund, and those returns and forms required under Section 1060 of the Code and any Treasury regulations promulgated thereunder) consistent with each of Buyer and Seller's good faith Allocations, unless otherwise required because of a change in applicable law.