Allocations of Purchase Price. The parties have agreed to allocate to each Property a percentage of the Purchase Price (referred to herein as such Property’s “Allocated Share”) indicated for such Property in Column 2 of Exhibit “A-4.” The portion of the Purchase Price corresponding to each Property’s Allocated Share is set forth in Column 3 of Exhibit “A-4” and is referred to herein as such Property’s “Allocated Amount.” The parties have also agreed to allocate each Property’s Allocated Amount among the Real Property and the other items of property comprising such Property, which allocations are set forth on Exhibit “A-5” hereto. The Sellers and Purchaser shall use the foregoing allocations in preparing and filing federal, state and local tax returns, and in determining the amount of any transfer or recordation taxes payable in connection with the recordation of the Deeds.
Allocations of Purchase Price. The parties have agreed to allocate to each Property a percentage of the Purchase Price (referred to herein as such Property’s “Allocated Share”) indicated for such Property in Column 2 of Exhibit A-4. The portion of the Purchase Price corresponding to each Property’s Allocated Share is set forth in Column 3 of Exhibit A-4 and is referred to herein as such Property’s “Allocated Amount.” The Sellers and Purchaser shall use the foregoing allocations in preparing and filing federal, state and local tax returns, and in determining the amount of any transfer or recordation taxes payable in connection with the recordation of the Deeds.
Allocations of Purchase Price. After the Closing, Buyer shall provide to Shareholder copies of Internal Revenue Service Form 8594 and any required exhibits thereto with Buyer's proposed allocation of the purchase price among the Purchased Assets. Such allocation shall be based on the fair market value of each Purchased Asset at Closing and otherwise in a manner consistent with Section 1060 of the Code and the regulations thereunder. Within 30 days after the receipt of such Form 8594, Shareholder shall propose to Buyer any changes to such Form 8594 or shall indicate its concurrence therewith. The failure by Shareholder to propose any changes within such 30 days shall be deemed to be an indication of Shareholder's concurrence with such form as proposed by Buyer. Buyer and Shareholder shall endeavor in good faith to resolve any differences with respect to the items on Form 8594. Notwithstanding the foregoing, if Buyer and Shareholder are unable to resolve such differences, then such differences shall be resolved in accordance with Section 8.05.
Allocations of Purchase Price. As soon as practicable following the Closing Date (but in no event later than sixty (60) calendar days prior to the last date on which an IRS Form 8023 ("FORM 8023") can be filed to provide for the Elections) Seller shall prepare and deliver to Buyer, and Buyer and Seller shall agree on (i) an allocation of that portion of the Purchase Price (as adjusted pursuant to the operation of Section 2.02) attributable to the Clairol Shares pursuant to Section 1.01(d) among the assets of the Company and each U.S. Clairol Subsidiary and (ii) a completed Form 8023 and the required schedules thereto, providing for each election under Section 338(h)(10) of the Code and Section 1.338(h)(10)-1 of the Treasury Regulations.
Allocations of Purchase Price. Within thirty (30) days following the Closing Date, the Purchaser shall prepare a schedule of the allocation of the Purchase Price. Subject to the consent of the Seller, which shall not be unreasonably withheld, the Seller and Purchaser shall use and cause to be used such schedule of the allocation for all federal, state and local income tax purposes, including, without limitation, the preparation and filing of their respective counterparts of Form 8594 (or any other form hereafter mandated by the Internal Revenue Service ("IRS")) as required by the regulations under Section 1060 of the Internal Revenue Code of 1986, as amended ("Code").
Allocations of Purchase Price. (a) The Purchase Price will be allocated among the classes of assets as set forth in Section 1060 of the Code and the regulations thereunder in the manner agreed to by the parties prior to the Closing. After the Closing, Seller will cooperate, at Buyer's expense, with Buyer in the preparation, execution, and filing with the IRS of all information returns and supplements thereto required to be filed by the parties under Section 1060 of the Code relating to the allocation of such consideration, and Seller and Buyer agree to file Form 8594 (or any substitute therefor) when required by applicable law.
Allocations of Purchase Price. The Buyer and Seller agree that the Purchase Price and the applicable Buyer shall be allocated in accordance with Schedule 2.6. The parties hereto agree that they will not take a position inconsistent with this Section for Federal income tax purposes.
Allocations of Purchase Price. The Parties hereby agree that the Purchase Price shall be allocated first among the assets of Kali as follows: (i) first, to equipment in an amount equal to $2,650,000, (ii) second, in an amount equal to, and in accordance with, the tax adjusted bases (determined as of the Closing Date) of Kali's remaining tangible assets and (iii) third, the balance of the Purchase Price shall be treated as having been paid and shall be allocated to assets that qualify as "amortizable section 197 intangibles," including "goodwill" and "going concern value," under Code Section 197 and that are treated as capital assets under Code Section 1221; it being intended by the Parties that, subject to confirmation with the independent certified public accountant of PRI, the allocation of the Purchase Price among the respective assets of Kali, as set forth in this Section 7.4, shall reflect the current fair market values of Kali's assets as of the Closing Date. The Gross-Up and the Secxxx Level Gross-Up, as calculated under Section 2.5 hereof with respect to Kali, shall be allocated to such assets of Kali as qualify as "xmortizable section 197 intangibles," incluxxxx "goodwill" and "going concern value," under Code Section 197 and that are treated as capital assets under Code Section 1221. At such time as the Closing Certificate shall become final in accordance with Section 2.4(c) hereof, the independent certified public accountant of PRI shall provide to PRI and Kali a completed IRS Form 8883 (the "Asset Allocation Statement Under Section 338"), reflecting the allocation of the Purchase Price, including the Gross-Up and the Second Level Gross-Up, among the various Classes of Assets (as set forth in such Form 8883) of Kali in accordance with the principles set forth in this Section 7.4. In addition to receiving its own Form 8883 from the independent public accountant of PRI, Kali shall receive from such accountant copies of the Form 8883 to be filed by PRI, and PRI shall receive from such accountant copies of the Form 8883 to be filed by Kali. The allocation of the Purchase Price among the assets of Kxxx, as set forth in the Form 8883 prepared by such accountant, xxall be binding on the Parties hereto, and the Parties shall not take a position inconsistent therewith for income tax purposes. For purposes of determining the "aggregate deemed sales price" and "adjusted grossed-up basis" for purposes of Code Section 338 and the Treasury Regulations, the Purchase Price allocated to, and ...
Allocations of Purchase Price. The parties have agreed to allocate to each Property a percentage of the Purchase Price (referred to herein as such Property’s “Allocated Share”) indicated for such Property on Exhibit “A-4”. The portion of the Purchase Price corresponding to each Property’s Allocated Share is set forth on Exhibit “A-4” and is referred to herein as such Property’s “Allocated Amount.” The Sellers and Purchaser shall use the foregoing allocations in preparing and filing federal, state and local tax returns, and in determining the amount of any transfer or recordation taxes payable in connection with the recordation of the Deeds. The Sellers and Purchaser shall file, or cause the filing of, such form or forms with each relevant taxing authority. The Sellers and Purchaser shall timely file or cause to be filed all tax returns, and execute such other documents as may be required by any taxing authority, in a manner consistent with such allocations and shall refrain from taking any position inconsistent with such allocations as revised from time to time with any taxing authority, unless otherwise required by applicable law.
Allocations of Purchase Price. On the Closing Date, Buyer and Seller shall mutually agree to an allocation of the Purchase Price between all the Assets.
