FORM 8594. AmSurg initially will allocate the Purchase Price using the methodology reflected on Exhibit 10.12. In the course of completing ASC's consolidated federal income tax return, AmSurg shall provide Seller with an IRS Form 8594.
FORM 8594. Seller and Buyer shall cooperate in the preparation of Internal Revenue Service Form 8594 to report the allocation of the Purchase Price among the Assets if such form is required.
FORM 8594. Seller and Purchaser shall cooperate in the preparation of Internal Revenue Service Form 8594, pursuant to Temporary Treasury Regulation section 1.1060-1T, to report the allocation of the Purchase Price among the Acquired Assets. To the extent required by Code section 1060 and any Treasury Regulations promulgated thereunder, any such allocations shall be consistent with the Purchase Price allocation as set forth in Exhibit C. Except as required by Law, none of the Parties (or their applicable Affiliates) shall take any position on its Tax returns that is inconsistent with the allocation of the Purchase Price (plus other capitalized costs) as so agreed or as adjusted.
FORM 8594. Seller and Buyer shall cooperate in the preparation of Internal Revenue Service Form 8594, pursuant to Temporary Treasury Regulation Section 1.1060-1T to report the allocation of the Purchase Price among the Assets. To the extent required by Code Section 1060 and any regulations promulgated thereunder, any such allowance shall be consistent with the Purchase Price allocation as set forth in Exhibit C.
FORM 8594. Pursuant to Section 1060 of the Code, a Form 8594.
FORM 8594. The Buyer and the Seller agree to cooperate with each other in connection with the preparation and filing of any information required to be furnished to the IRS under Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code"), and any applicable regulations thereunder, and shall not take any position in any income tax return, before any Governmental Authority charged with the collection of income tax, or in a judicial proceeding inconsistent with the terms of this subsection.
FORM 8594. AHI initially will allocate the Initial Purchase Price using the methodology reflected on Exhibit 10.11. In the course of completing AmSurg's consolidated federal income tax return, AHI shall provide Seller with an IRS Form 8594.
FORM 8594. Seller and Buyer acknowledge that, under Section 1060 of the Internal Revenue Code of 1986, Buyer and Seller must report information regarding the allocation of the Purchase Price and any other amounts treated as consideration for the Assets (the “Allocation Amount”) to the U.S. Secretary of Treasury by attaching Internal Revenue Service Form 8594 to their respective federal Income Tax Returns for the tax period which includes the Closing Date. Buyer and Seller agree that the Allocation Amount shall be allocated among the Assets in a manner consistent with the Allocated Values as set forth in Exhibit C, and neither Party nor its affiliates will take any Income Tax position (whether in audits, on Tax Returns, or otherwise) that is inconsistent with such Allocated Values.
FORM 8594. At the Closing, Buyer and Seller shall mutually execute and deliver a completed Internal Revenue Service Form 8594 entitled "Asset Acquisition Statement under Section 1060," in the form of Exhibit A setting forth an agreed-upon allocation of the Purchase Price. Each party agrees to use the allocation set forth in Exhibit A for federal, state and other tax purposes.
FORM 8594. Within sixty (60) days after the determination of the final Bank Purchase Price pursuant to Section 3.3 of this Agreement, the Buyers each agree and covenant to deliver to the Sellers a completed Internal Revenue Service Form 8594, in draft form and based on the allocation of Purchase Price described in Section 2.3.2 of this Agreement, for the Sellers' review and approval, which approval shall not be unreasonably withheld. If the Sellers shall not have objected to the Buyers in writing to the draft Forms 8594 within thirty (30) days after receipt of the draft Forms 8594 by the Sellers, the draft Forms 8594 shall become the final versions of the Forms 8594. If the Sellers object in writing within the thirty (30) day period, the Buyers and the Sellers shall negotiate in good faith to resolve the objections. If the Buyers and the Sellers shall not have agreed to the final versions of the Forms 8594 within thirty (30) days after the Sellers' objection, any disputed aspects of the draft Forms 8594 shall be resolved by the Auditor as soon as practicable but in no event later than thirty (30) days prior to the earlier of (i) the last date on which the Forms 8594 may be filed, or (ii) the last date on which either the Buyers or the Sellers (whichever is earlier) must file an Income Tax Return relating to the transactions contemplated by this Agreement. The decision of the Auditor shall be final, and the costs, expenses and fees of the Auditors shall be borne one-half by the Buyers and one-half by the Sellers. The Buyers and the Sellers agree and covenant to file the final versions of the Forms 8594 with their respective Income Tax Returns for the taxable year in which the Closing occurs.
