Price Allocation. The Purchase Price (including any Assumed Liabilities and any other items properly treated as consideration for the Purchased Assets for Tax purposes) shall be allocated among the Purchased Assets in accordance with the methodology set forth in Section 6.1.4 of the Disclosure Schedules (the “Allocation Methodology”). Within sixty (60) days after the final determination of the Closing Date Working Capital Amount and any Post-Closing Adjustment Amount under Section 2.7, Buyer will deliver to Seller a schedule allocating the Purchase Price (including any Assumed Liabilities and any other items properly treated as consideration for the Purchased Assets for Tax purposes) among the Purchased Assets for all purposes (the “Allocation Schedule”). The Allocation Schedule shall be prepared in accordance with Section 1060 of the Code and the Allocation Methodology. The Allocation Schedule shall be deemed final unless Seller notifies Buyer in writing that Seller objects to one or more items reflected in the Allocation Schedule within thirty (30) days after delivery of the Allocation Schedule to Seller. In the event of any such objection, Seller and Buyer shall negotiate in good faith to resolve such dispute (any such resolution shall be final and binding on the parties); provided, however, that if Seller and Xxxxx are unable to resolve any dispute with respect to the Allocation Schedule within forty-five (45) days after the delivery of the Allocation Schedule to Seller, such dispute shall be resolved by the Independent Accountant in accordance with the provisions set forth in Section 2.7.2 mutatis mutandis (and any such determination shall be final and binding on the parties absent manifest error or fraud). If the Purchase Price is adjusted pursuant to this Agreement, Seller shall revise the Allocation Schedule as necessary to reflect adjustments to the Purchase Price, which Buyer shall deliver to Seller within thirty (30) days following the date of such adjustment, and which shall be subject to Seller’s review and comment and subject to the dispute resolution mechanism set forth in the immediately preceding sentence. The Allocation Schedule, as finalized pursuant to this Section 6.1.4 shall be binding upon the parties hereto and their respective Affiliates. Seller (or its Affiliates) and Buyer agree to file all Tax Returns (including their respective IRS Forms 8594, if applicable) in accordance with the Allocation Schedule, as finalized pursuant to this Section 6.1.4,...
Price Allocation. The Company and the Purchasers each hereby acknowledge and agree that for United States Federal, State and local income tax purposes, the "issue price" of the Senior Notes, Series A Preferred Stock and Warrants included in the Units will be determined by Deloitte & Touche LLP prior to the Closing and the Company and the Purchasers each agree to use the issue prices as so determined for all income tax purposes with respect to this transaction.
Price Allocation. The Final Purchase Price shall be allocated in accordance with a schedule to be mutually agreed upon by the parties following the Closing. After the Closing, Purchaser and Seller shall make consistent use of the agreed upon allocation for all purposes (including financial and regulatory reporting purposes and Tax purposes). Purchaser and Seller further agree to file, as applicable, their respective U.S. federal income Tax returns and Form 8594 and, to the extent not in conflict with applicable Law, their other Tax returns reflecting such allocation and any other reports required by Section 1060 of the Code, in accordance with said allocation. Each party agrees to prepare and timely file all applicable IRS forms, to cooperate with the other party in the preparation of such forms and to furnish the other party with a copy of such forms prepared in draft, within a reasonable period before the due date thereof. In addition, each party agrees to notify the other party in the event any taxing authority takes or purports to take a position inconsistent with the agreed-upon allocations.
Price Allocation. NHP acknowledges that in and/or pursuant to the Purchase Agreement, Seller and Emeritus may have allocated the purchase price thereunder among the Facilities and other Assets. Emeritus acknowledges and agrees that NHP shall not be bound by any such allocations except to the extent the same are being used to calculate closing costs, such as transfer taxes and title insurance policy amounts and premiums, it being understood and agreed that for purposes thereof NHP shall be bound by such allocations and shall not have the right either prior to or after Closing to request any changes thereto.
Price Allocation. Attached hereto as Schedule 2.1.1 is an allocation of the Purchase Price among the Assets. The Purchase Price allocation set forth in Schedule 2.1.1 is made with the knowledge and understanding that it will be used by the parties for all purposes including tax, reimbursement, and other purposes. Each party agrees that it will report the transaction in accordance with such allocation and that it will not take a position inconsistent with such allocation except with the written consent of the other party to this Agreement. Each party shall make available to the other party all filings and reports required under Section 1060 of the Code.
Price Allocation. Promptly following the determination of the Final Cash Purchase Price pursuant to Section 2.4, Purchaser shall cause to be prepared and delivered to Seller a schedule setting forth the allocation of the Final Cash Purchase Price and the Assumed Liabilities that are taken into account for federal income Tax purposes among the Acquired Assets. Such allocation shall be subject to the review and approval of Seller, which approval shall not be unreasonably withheld or delayed. The allocation of the Final Cash Purchase Price and the Assumed Liabilities shall be made in accordance with (i) the reasonable fair market value of such items and (ii) the provisions of Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code"), and the rules and regulations promulgated thereunder, and shall be binding, to the extent not in conflict with applicable Law, upon Parent, Purchaser and Seller for all purposes (including financial and regulatory reporting purposes and Tax purposes). Parent, Purchaser and Seller further agree to file, as applicable, their respective U.S. federal income Tax returns and Form 8594 and, to the extent not in conflict with applicable Law, their other Tax returns reflecting such allocation and any other reports required by Section 1060 of the Code, in accordance with said allocation. Each party agrees to prepare and timely file all applicable IRS forms, to cooperate with the other parties in the preparation of such forms and to furnish the other parties with a copy of such forms prepared in draft, within a reasonable period before the due date thereof. In addition, each party agrees to notify the other parties in the event any taxing authority takes or purports to take a position inconsistent with the agreed-upon allocations.
Price Allocation. Seller and Buyer agree to allocate the Purchase ---------------- Price for the Assets in accordance with the residual method described in the Treasury Regulations promulgated under Section 338(b)(5) of the Code, as amended (the "Price Allocation"). Seller and Buyer further agree to comply with all filing, notice and reporting requirements described in Section 1060 of the Code and the proposed Treasury Regulations promulgated thereunder. Seller and Buyer mutually agree to use their reasonable best efforts to agree to the Price Allocation to be detailed (i) on Schedule 3.2 to be completed at Closing, and (ii) on the Form 8594 jointly completed and separately filed with their respective income tax returns for the tax year in which the Closing occurs. The failure to agree on the Price Allocation, however, shall not constitute a default or breach of this Agreement by either party hereto. The parties further agree that they will report the federal, state, municipal, foreign and local and other tax consequences of the purchase and sale hereunder in a manner consistent with the Price Allocation, and that they will not take any position inconsistent therewith.
Price Allocation. Notwithstanding the nomination of NHP set forth herein, provided that NHP shall have paid the NHP Purchase Price (or the applicable portion thereof due at each Closing), Emeritus will (a) remain obligated to pay the Emeritus Purchase Price, all of the closing costs and other amounts due from Purchaser under the Purchase Agreement, (b) be entitled to the benefit of all of the prorations provided for in the Purchase Agreement, and (c) be entitled to receive all of the credits at closing other than those that relate to the principal and interest due on the Existing Financing.
Price Allocation. For purposes of this Agreement, and as required by ---------------- the Internal Revenue Code of 1986, as amended, the purchase price shall be allocated to the Assets in accordance with the fair market value of the Assets to be purchased. The price allocation shall be in the form of the allocation set forth on Schedule 10 attached hereto.
Price Allocation. The Sellers and the Buyer agree that the Purchase Price shall be allocated to the Assets for all purposes (including Tax and financial accounting purposes) as jointly agreed among the Buyer and the Sellers within 120 days after the Closing. The Sellers and the Buyer agree (a) to report the federal, state and local income and other Tax consequences of the transactions contemplated herein, and in particular to report the information required by Section 1060(b) of the Internal Revenue Code of 1986, as amended (the “Code”), and to jointly prepare IRS Form 8594 (Asset Acquisition Statement under Section 1060) in a manner consistent with such allocation and (b) without the consent of the other parties hereto, not to take any position inconsistent therewith upon examination of any Tax return, in any refund claim, in any litigation, investigation or otherwise. The Sellers, on one hand, and the Buyer, on the other, agree that each will furnish the other a copy of Form 8594 proposed to be filed with the Internal Revenue Service by such party or any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such party (control of a Person means the power, direct or indirect, to direct or cause the direction of the management and policies of such Person whether by contract or otherwise; and the terms “controlled by” and “common control” have meanings correlative to the foregoing) (an “Affiliate”) within ten days prior to the filing of such form with the Internal Revenue Service.
