Intended Tax Treatment and Allocation Sample Clauses

Intended Tax Treatment and Allocation. For U.S. federal and all applicable state and local income Tax purposes, the Buyer, the Seller and the Company intend that (i) any “advance payment” within the meaning of Code § 451(c) received by the Company prior to the Closing Date shall be taxable income of the Seller for the Straddle Period of the Seller including the Closing Date and shall not be taxable income of the Buyer or the Company and (ii) any Liability assumed by the Buyer in connection with the transactions contemplated hereby that is attributable to the performance of an obligation with respect to deferred revenue as of the Closing Date shall be treated as an assumed contingent liability in connection with the transactions contemplated by this Agreement and not as a bifurcated transaction pursuant to which the Buyer acquired a portion of the Company’s assets in one transaction and, pursuant to a separate transaction, the Seller provided consideration to the Buyer in exchange for the assumption of such performance obligation (the “Intended Tax Treatment”). For U.S. federal and applicable state and local income Tax purposes, the Parties shall allocate the purchase price, as determined for U.S. federal income Tax purposes, among the assets of the Company for income Tax purposes in accordance with Sections 1060 of the Code and the Treasury Regulations promulgated thereunder and the methodology set forth and attached hereto as Annex B (the “Allocation Methodology”). The Parties agree that the Intended Tax Treatment and the Allocation Methodology shall be binding and, unless otherwise required by applicable Law following a “determination” within the meaning of Code § 1313(a) or similar provision of other applicable Law, the Buyer and the Seller (and their respective Affiliates) shall report, act and file all Tax Returns in all respects and for all purposes consistent with the Intended Tax Treatment and the Allocation Methodology. All Parties shall timely and properly prepare, execute, file, and deliver all such documents, forms and other information as the other Party may reasonably request in preparing such Tax Returns. Adjustments to the Purchase Price pursuant to this Agreement shall be allocated in accordance with the Allocation Methodology.
Sample 1
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Intended Tax Treatment and Allocation. The parties hereto agree (a) to report the Acquisition for all Tax purposes in accordance with the principles of Rev. Xxx. 00-0, 0000-0 X.X. 434, involving (i) the purchase by Buyer from Seller of the Purchased Interests as a purchase of a portion of each of the assets of the Company, pursuant to §1060 of the Code, in exchange for an amount equal to the Purchase Price and all other capitalizable costs given as consideration for the Purchased Interests (collectively, the “Consideration”), followed by the contribution by Buyer of the portion of the assets so purchased to the Company in exchange for the Purchased Interests pursuant to § 721 of the Code and (ii) the interest in the Company retained by Seller as a contribution by Seller of the remaining portion of the assets of the Company to the Company in exchange for its retained Membership Interest pursuant to § 721 of the Code; and (b) to allocate the Consideration among the assets of the Company for all purposes (including Tax and financial accounting) as provided on the allocation schedule set forth on Exhibit A (the “Allocation Schedule”). The Consideration and the Allocation Schedule shall be adjusted to reflect any payments made pursuant to Section 2.03(b) and any debits to the Holdback Balance pursuant to Section 8.08, as applicable, in accordance with the applicable provisions of §1060 of the Code (and any similar provision of state, local, or foreign Tax Law, as appropriate), as determined by the mutual written consent of Buyer and Seller (the Allocation Schedule, as so adjusted, the “Final Allocation Schedule”). The Final Allocation Schedule shall be binding on all parties hereto for all income Tax purposes, and each shall report the Acquisition for all income Tax purposes in a manner consistent with the Final Allocation Schedule, in each case except to the extent otherwise required by applicable Law.
Sample 1
Intended Tax Treatment and Allocation. (a) The Parties agree and acknowledge that, for federal Income Tax purposes, and for purposes of any corresponding provision under state or local Tax Law, the purchase and sale of the Interests shall be treated as a taxable purchase and sale of partnership interests giving rise to gain or loss pursuant to Section 741 of the Code (the “Intended Tax Treatment”). Each of the Parties agrees to prepare and file all Tax Returns in accordance with such Intended Tax Treatment and will not take any inconsistent position on any Tax Return or during the course of any audit or proceeding with respect to Taxes, except as otherwise required by applicable Law following a “determination” within the meaning of Section 1313(a) of the Code or similar provision of other applicable Law; provided, however, that no Party shall be required to enter into litigation in connection with any such audit or proceeding.
Sample 1
Intended Tax Treatment and Allocation. (i) The parties intend that (A) the contribution of the Contributed Equity to Parent LLC in exchange for the Rollover Equity (as set forth on Schedule 1.1) will qualify as a tax-free exchange under Section 721 of the Code, (B) the subsequent sale of the Purchased Equity to Buyer in exchange for the Cash Purchase Price and Promissory Notes (as set forth on Schedule 1.1) will be a taxable transaction described in Situation 1 of IRS Revenue Ruling 99-6, 1999-1 C.B. 432, and shall therefore be treated for U.S. federal income tax purposes, from the perspective of the Sellers, as a fully taxable sale of partnership interests and, from Buyer’s perspective, as an asset acquisition (the “Intended Tax Treatment”).
Sample 1

Related to Intended Tax Treatment and Allocation

  • Intended Tax Treatment Notwithstanding anything to the contrary herein or in any other Transaction Document, all parties to this Agreement covenant and agree to treat each Loan under this Agreement as debt (and all Interest as interest) for all federal, state, local and franchise tax purposes and agree not to take any position on any tax return inconsistent with the foregoing.

  • Agreed Tax Treatment Each Security issued hereunder shall provide that the Company and, by its acceptance of a Security or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, such Security agree that for United States Federal, state and local tax purposes it is intended that such Security constitutes indebtedness.

  • Income Tax Treatment Employee and the Company acknowledge that it is the intention of the Company to deduct all amounts paid under Section 2 hereof as ordinary and necessary business expenses for income tax purposes. Employee agrees and represents that he will treat all such amounts as required pursuant to all applicable tax laws and regulations, and should he fail to report such amounts as required, he will indemnify and hold the Company harmless from and against any and all taxes, penalties, interest, costs and expenses, including reasonable attorneys' and accounting fees and costs, which are incurred by Company directly or indirectly as a result thereof.

  • Income Tax Allocations (a) Except as provided in this Section 4.3, each item of income, gain, loss and deduction of the Company for federal income tax purposes shall be allocated among the Members in the same manner as such items are allocated for Capital Account purposes under Section 4.1 and Section 4.2.

  • Federal Tax Treatment Notwithstanding anything to the contrary contained in this Agreement or any document delivered herewith, all persons may disclose to any and all persons, without limitation of any kind, the federal income tax treatment of the Notes, any fact relevant to understanding the federal tax treatment of the Notes, and all materials of any kind (including opinions or other tax analyses) relating to such federal tax treatment.

  • Section 704(c) Allocations Notwithstanding Section 6.5.A hereof, Tax Items with respect to Property that is contributed to the Partnership with an initial Gross Asset Value that varies from its basis in the hands of the contributing Partner immediately preceding the date of contribution shall be allocated among the Holders for income tax purposes pursuant to Regulations promulgated under Code Section 704(c) so as to take into account such variation. With respect to Partnership Property that is contributed to the Partnership in connection with the General Partner’s initial public offering, such variation between basis and initial Gross Asset Value shall be taken into account under the “traditional method” as described in Regulations Section 1.704-3(b). With respect to other Properties, the Partnership shall account for such variation under any method approved under Code Section 704(c) and the applicable Regulations as chosen by the General Partner. In the event that the Gross Asset Value of any Partnership asset is adjusted pursuant to subsection (b) of the definition of “Gross Asset Value” (provided in Article 1 hereof), subsequent allocations of Tax Items with respect to such asset shall take account of the variation, if any, between the adjusted basis of such asset and its Gross Asset Value in the same manner as under Code Section 704(c) and the applicable Regulations and using the method chosen by the General Partner; provided, however, that the “traditional method” as described in Regulations Section 1.704-3(b) shall be used with respect to Partnership Property that is contributed to the Partnership in connection with the General Partner’s initial public offering. Allocations pursuant to this Section 6.5.B are solely for purposes of Federal, state and local income taxes and shall not affect, or in any way be taken into account in computing, any Partner’s Capital Account or share of Net Income, Net Loss, or any other items or distributions pursuant to any provision of this Agreement.

  • Tax Treatment If any interest in any Loan Document is transferred to any Transferee which is organized under the laws of any jurisdiction other than the United States or any State thereof, the transferor Lender shall cause such Transferee, concurrently with the effectiveness of such transfer, to comply with the provisions of Section 3.5(iv).

  • Tax Treatment of Indemnity Payments For all Tax purposes, the parties agree to treat all payments made under any indemnity provisions contained in this Agreement as adjustments to the Purchase Price, except to the extent applicable Law requires otherwise.

  • No Tax Allocation, Sharing The Acquiror Company is not and has not been a party to any Tax allocation or sharing agreement.

  • 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.

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