Allocation of Values Sample Clauses

The Allocation of Values clause establishes how specific monetary amounts or values are assigned to various assets, liabilities, or interests within a contract. In practice, this clause may detail the agreed-upon values for tangible assets like equipment or real estate, or intangible assets such as intellectual property, often for the purposes of purchase, sale, or division. By clearly specifying these values, the clause helps prevent disputes over asset worth and ensures transparency and fairness in the transaction or agreement.
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Allocation of Values. (a) Chancellor, Chancellor Licensee and SFX agree that the fair market value of all the assets included in the Houston Assets is One Hundred and Forty-Three Million Two Hundred and Fifty Thousand Dollars ($143,250,000) and that the fair market value of all of the assets included in the Jacksonville Assets is Fifty-Three Million Dollars ($53,000,000). The fair market value of the Houston Assets and the Jacksonville Assets shall be allocated on the basis of appraisals (the "Appraisals") to be prepared by Broadcast Investment Analysts, whose fees and expenses shall be borne equally by Chancellor and SFX. The parties shall direct Broadcast Investment Analysts to deliver the Appraisals promptly after the execution hereof and to set forth in the Appraisals the fair market value of each asset included in the Houston Assets and Jacksonville Assets. (b) Within 30 days of the receipt of the Appraisals, Chancellor and SFX shall prepare a schedule (the "Section 1031 Schedule") that sets forth the "exchange groups" and "residual groups" (as each quoted term is defined by Treas. Reg. 1.1031(j)), together with each asset included in the Houston and Jacksonville Assets that belongs to the relevant exchange group or residual group. Chancellor and SFX shall cooperate in good faith to resolve any issues relating to the Section 1031 Schedule in order to agree on a single final Section 1031 Schedule. (c) Chancellor and Chancellor Licensee, as necessary, shall prepare IRS Form 8594 and IRS Form 8824 reflecting the fair market value of the Assets they transferred and received as determined in accordance with the above provisions and shall forward such forms to SFX within thirty (30) days after receipt of the Appraisals. SFX shall prepare IRS Form 8594 and IRS Form 8824 reflecting the fair market value of the Assets it transferred and received as determined in accordance with the above provisions and shall forward such forms to Chancellor and Chancellor Licensee within thirty (30) days after receipt of the Appraisals. Each of Chancellor, Chancellor Licensee and SFX, as necessary, shall file with their respective federal income tax returns, for the tax year in which the Closing occurs, IRS Form 8594 and IRS Form 8824 as prepared in accordance 18 with the foregoing. Each of Chancellor, Chancellor Licensee and SFX, as necessary, shall deliver to the other parties hereto a copy of the IRS Form 8594 and IRS Form 8824 as filed with their respective federal income tax return within thir...
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Allocation of Values. Seller and Buyer agree that the transaction under this Agreement is not subject to the reporting requirement of Section 1060 of the Code and that, therefore, IRS Form 8594 (Asset Acquisition Statement Under Section 1060) is not required to be and will not be filed for this transaction. In the event that the Seller and Buyer mutually agree that a filing of Form 8594 is required, Seller and Buyer will confer and cooperate in the preparation and filing of their respective forms to reflect a consistent reporting of the agreed upon allocation. In the event that the allocation is disputed by any taxing authority, the Party receiving notice of such dispute will promptly notify and consult with the other Party and keep the other Party apprised of material developments concerning resolution of such dispute.
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Allocation of Values. 2.2.1. The fair market value of the Assets shall be determined and allocated on the basis of an appraisal (the "Appraisal") prepared by Bond & Peca▇▇, ▇▇ another firm reasonably acceptable to CBS and Entercom, whose fees and expenses shall be borne equally by CBS and Entercom. The parties shall use their reasonable best efforts to cause Bond & Peca▇▇ ▇▇ deliver the Appraisal 10 days before the Closing Date, or failing compliance with such deadline, as soon thereafter as is practicable, but in all events no later than 30 days after the Closing Date. The Appraisal shall set forth the fair market value of each material asset included in the Assets. 2.2.2. Each party, as necessary, shall prepare such IRS Forms as are required by law to be filed with the Internal Revenue Service reflecting the fair market value of the Assets as determined in accordance with the values set forth in the Appraisal and the above provisions and shall forward such forms to the other parties within thirty (30) days after the Closing. Each party, as necessary, shall file with their respective federal income tax returns for the tax year in which the Closing occurs such IRS Forms as prepared in accordance with the foregoing. Each party shall deliver to the other parties hereto a copy of such IRS Forms as filed with their respective federal income tax return within thirty (30) days of the filing of such return. The parties hereto hereby covenant and agree with each other that they will not take a position on any income tax return that is in any way inconsistent with the terms of this Section 2.2.
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Allocation of Values. 8 2.8. Excluded Assets. . . . . . . . . . . . . . . . . . . . . . . . . 9
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Allocation of Values. (a) Chancellor, Chancellor Licensee, SFX and SFX Licensee agree that the fair market value of all the assets included in the Houston Assets is One Hundred and Forty-Three Million Two Hundred and Fifty Thousand Dollars ($143,250,000) and that the fair market value of all of the assets included in the Jacksonville Assets is Fifty-Three Million Dollars ($53,000,000). The fair market value of the Houston Assets and the Jacksonville Assets shall be allocated on the basis of appraisals (the "Appraisals") to be prepared by Broadcast Investment Analysts, whose fees and expenses shall be borne equally by Chancellor and SFX. The parties shall direct Broadcast Investment Analysts to deliver the Appraisals promptly after the execution hereof and to set forth in the Appraisals the fair market value of each asset included in the Houston Assets and Jacksonville Assets. (b) Within 30 days of the receipt of the Appraisals, Chancellor and SFX shall prepare a schedule (the "Section 1031 Schedule") that sets forth the "exchange groups" and "residual groups" (as each quoted term is defined by Treas. Reg. 1.1031(j)), together with each
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Allocation of Values. 2.2.1. The fair market value of the Assets shall be determined and allocated on the basis of an appraisal (the "Appraisal") prepared by Bond & Peca▇▇, ▇▇ another firm reasonably acceptable to CBS and Entercom, whose fees and expenses shall be borne equally by Entercom and CBS. The parties shall use their reasonable best efforts to cause Bond & Peca▇▇ ▇▇ deliver
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Allocation of Values. For purposes of this transaction, the parties are valuing the Relinquished Property and the Replacement Property as follows: Parcel Valuation Relinquished Property $ 32,128.00 Replacement Property $ 34,240.00
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Allocation of Values. If the transactions under this Agreement constitute an applicable asset acquisition pursuant to Code Section 1060, the Parties agree to cooperate in the preparation of Form 8594. Buyer and each Seller will (a) be bound by this allocation for all Tax purposes, (b) timely file all forms (including IRS Form 8594) and Tax returns required to be filed in connection with this allocation, (c) prepare and file all Tax returns in a manner consistent with this allocation, and (d) take no position inconsistent with this allocation in any Tax return, any audit or examination by, or any proceeding before, any taxing authority or otherwise. In the event that the allocation is disputed by any taxing authority, the Party receiving notice of such dispute will promptly notify and consult with the other Parties and keep the other Parties apprised of material developments concerning resolution of such dispute.
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Related to Allocation of Values

  • Tax Allocation Prior to the Closing, Seller and Purchaser shall cooperate in good faith to determine a reasonable allocation of the total consideration paid for the Transferred Assets, as finally determined pursuant to Section 2.1(d), Section 2.1(i) and Section 3.3, in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Purchase Price Allocation”). Seller and Purchaser shall cooperate in good faith to mutually agree to such allocation and shall reduce such agreement to writing, which agreement shall be reflected in an Exhibit 2.1(j) to be approved by Seller and Purchaser prior to Closing. Seller and Purchaser shall jointly and properly execute each party’s respective completed Internal Revenue Service Form 8594, and any other forms or statements required by the Code (or state or local Tax law), Treasury Regulations or the Internal Revenue Service or other Governmental Authority (together with any and all attachments required to be filed therewith), which forms and statements will be prepared in a manner consistent with the Purchase Price Allocation. Seller and Purchaser shall file timely such forms and statements with the Internal Revenue Service or other Governmental Authority. The Purchase Price Allocation shall be appropriately adjusted to take into account any subsequent payments under this Agreement and any other subsequent events required to be taken into account under Section 1060 of the Code. Seller and Purchaser shall not file any Tax Return or other documents or otherwise take any position with respect to Taxes that is inconsistent with the Purchase Price Allocation; provided, however, that neither Seller nor Purchaser shall be obligated to litigate any challenge to such allocation by any Governmental Authority. Seller and Purchaser shall promptly inform one another of any challenge by any Governmental Authority to any allocation made pursuant to this Section 2.1(j) and agree to consult with and keep one another informed with respect to the state of, and any discussion, proposal or submission with respect to, such challenge.

  • Allocation of Purchase Price (a) No later than sixty (60) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code. If, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm. (b) Purchaser and Seller shall report the transaction contemplated by this Agreement (including income Tax reporting requirements imposed pursuant to Section 1060 of the Code) in accordance with the allocation specified in the Final Allocation Statement. Each of Purchaser and Seller agrees to timely file, or cause to be timely filed, IRS Form 8594 (or any comparable form under state or local Tax law) and any required attachment thereto in accordance with the Final Allocation Statement. Except as otherwise required pursuant to a “determination” under Section 1313 of the Code (or any comparable provision of state or local law), neither Purchaser nor Seller shall take, or shall permit its Affiliates to take, a Tax position which is inconsistent with the Final Allocation Statement. In the event any party hereto receives notice of an audit in respect of the allocation of the consideration paid for the Assets, such party shall immediately notify the other party in writing as to the date and subject of such audit. Any adjustment to the Purchase Price pursuant to Section 3.3 shall be allocated among the Assets by reference to the item or items to which such adjustment is attributable.

  • Purchase Price Allocation (a) As soon as practicable after the date of this Agreement, Seller shall prepare and deliver to Purchaser a proposed allocation of the Purchase Price by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (together the “Estimated Allocation”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation, Seller shall make its Representatives reasonably and timely available to Purchaser, ▇▇▇▇▇▇ and their respective Representatives to discuss the Estimated Allocation. The Estimated Allocation shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation, the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation by delivering written notice to that effect to Seller and ▇▇▇▇▇▇, in which case the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and ▇▇▇▇▇▇ shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and ▇▇▇▇▇▇ do not agree upon a final resolution with respect to the Estimated Allocation within such fifteen (15) day period, then the Estimated Allocation shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and ▇▇▇▇▇▇ (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation accepted by the Parties and ▇▇▇▇▇▇ or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation”. The Final Allocation shall be done at arm’s length based upon a good faith determination of fair market value. (b) Except as otherwise provided in this Agreement, each of Seller and Purchaser and each of their respective Affiliates shall be bound by the Final Allocation for purposes of determining any Taxes related to the transfer of the Purchased Assets. Seller and Purchaser shall prepare and file, and cause their respective Affiliates to prepare and file, their Tax Returns on a basis consistent with the Final Allocation. Except as otherwise provided in this Agreement, none of Seller, Purchaser or their respective Affiliates shall take any position inconsistent with the Final Allocation in any Tax Return, in any Tax refund claim, in any Action or otherwise unless required by a final determination by an applicable Governmental Authority. If any Party, or any Affiliate of any Party, receives notice from any Governmental Authority that such Governmental Authority is disputing the Final Allocation, such Party shall promptly notify the other Party, and Seller and Purchaser agree to use their reasonable best efforts to defend such Final Allocation in any Action.

  • Allocation of Charges There will not be any agreement or understanding between the Servicer and the Borrower (other than as expressly set forth herein or as consented to by the Administrative Agent), providing for the allocation or sharing of obligations to make payments or otherwise in respect of any Taxes, fees, assessments or other governmental charges; provided that it is understood and acknowledged that the Borrower will be consolidated with or treated as a disregarded entity of the Servicer for tax purposes.

  • Allocation of the Purchase Price (a) Within ninety (90) days after the final determination of the Final Purchase Price pursuant to Section 2.5, the Sellers will provide the Buyer with a statement (or statements) (the “Asset Acquisition Statement”) with the Sellers’ proposed allocation of the Final Purchase Price (plus any other amounts, including Assumed Liabilities, to the extent properly taken into account as consideration for applicable Tax purposes) among the Transferred Assets and, if applicable, the Ancillary Agreements and any other rights transferred hereunder or thereunder in accordance with Section 1060 of the Code (and any other applicable state, local or non-U.S. Law). The Buyer may, within thirty (30) days after receiving such Asset Acquisition Statement, propose to the Sellers in writing any changes to such Asset Acquisition Statement that are consistent with applicable Law (the “Allocation Notice of Objection”), and if the Buyer does not deliver such a Notice of Objection within such period, the Buyer shall be deemed to have accepted such proposed Asset Acquisition Statement and it shall become final and binding on the Parties. If the Buyer delivers a Notice of Objection, then the Buyer and the Sellers will endeavor in good faith to resolve any differences with respect to the Asset Acquisition Statement within thirty (30) days after the Sellers’ receipt of the Notice of Objection. If the Buyer and the Sellers are unable to resolve such differences, the matters in dispute shall be resolved by the Accounting Firm, which determination by such Accounting Firm shall be consistent with this Agreement. The fees, costs and expenses of the Accounting Firm shall be borne by the Buyer and the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered. (b) The Buyer and the Sellers agree that they shall each (and shall cause their respective Affiliates to) file all Tax Returns (including amended returns and claims for refunds) and information reports in a manner consistent with the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a))); provided that nothing contained in this Section 2.6(b) shall prevent any Party (or their Affiliates) from settling, or require any of them to litigate any challenge, proposed deficiency, adjustment or other similar proceeding by any Governmental Authority with respect to the Asset Acquisition Statement. Upon any adjustment to the Purchase Price in connection with an indemnification claim made pursuant to Article 13, the allocation described in the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a)) shall be subject to adjustment in a manner consistent with Section 2.6(a).