Consideration for Warrants. Purchaser and the Company acknowledge and agree that the fair market value of the Preferred Stock issued hereunder is $9,950,000 and the fair market value of the Warrant issued hereunder is $50,000 and that, for all purposes (including tax and accounting), the consideration for the issuance of the Warrant shall be allocated as set forth in paragraph 1B. Purchaser and the Company shall file their respective federal, state and local tax returns in a manner which is consistent with such valuation and allocation and shall not take any contrary position with any taxing authority.
Appears in 2 contracts
Sources: Preferred Stock and Warrant Purchase Agreement (Prudential Private Equity Investors Iii Lp), Preferred Stock and Warrant Purchase Agreement (Regent Assisted Living Inc)