Tax and Related Matters. 7.1 Taxes; Section 338(h)(10)
Tax and Related Matters. 55 7.1 Taxes; Section 338(h)(10) Election....................................................55 7.2
Tax and Related Matters. Section 12.1
Tax and Related Matters. (a) The Merger Consideration (plus any assumed liabilities and other items required to be taken into account for income Tax purposes) will be allocated among the assets and properties of the Acquired Companies in accordance with Sections 751, 755, and 1060 of the Code and the Treasury Regulations thereunder (and any similar provision of state, local, or non-U.S. law, as appropriate) in accordance with the methodologies set forth on Exhibit C. For purposes of determining the amount paid and amount realized with respect to any Equity Consideration delivered pursuant to this Agreement, the parties agree that the Equity Consideration shall be deemed to have a fair market value equal to the Parent Trading Price. Within 90 days after the Merger Consideration is finalized pursuant to Section 1.6 (and promptly following any adjustments thereto after finalization), Buyer will deliver a schedule to the Equityholders' Representative setting forth such allocation, which shall be made in accordance with applicable principles under the Code and the methodologies set forth on Exhibit C, and shall incorporate any reasonable comments provided by the Equityholders' Representative in writing within 15 days of such delivery. Buyer, the Equityholders and the Acquired Companies will report, act and file Tax Returns in all respects and for all Tax purposes consistent with such allocation prepared by Buyer. The Acquired Companies will timely and properly prepare, execute, file and deliver all such documents, forms and other information as Buyer may reasonably request to prepare such allocation. Buyer, the Equityholders' Representative, and the Acquired Companies will not take any position for Tax purposes (whether in audits, Tax Returns or otherwise) that is inconsistent with such allocation unless required to do so by applicable xlii
Tax and Related Matters. (a) The Purchase Price and other relevant items will be allocated among the Acquired Assets, the Subcontract Agreement, and the covenants set forth in Section 5.4 hereof purchased in accordance Code Section 1060 and the regulations thereunder and consistent with their fair market values as mutually determined by Buyer and Sellers in accordance with the principles set forth on Schedule 5.3(a). The Parties will file any Tax Returns, including Form 8594, and any other governmental filings on a basis consistent with such allocation of fair market value. Each Party will timely and properly prepare, execute, file and deliver all such documents, forms and other information as the other Parties may reasonably request to prepare such allocation. Neither Buyer, on the one hand, nor Sellers, on the other hand, will take any position (whether in audits, Tax Returns or otherwise) that is inconsistent with such allocation unless required to do so by applicable law.
Tax and Related Matters. FMAC has not taken or agreed to take any action, nor does it have knowledge of any fact or circumstance, that would (i) materially impede or delay the consummation of the transactions contemplated by this Agreement or the ability of the parties to obtain any approval of any regulatory authority required for the transactions contemplated by this Agreement or to perform their covenants and agreements under this Agreement or (ii) prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code. 3.30
Tax and Related Matters. 55 7.1 [Intentionally Omitted]...............................................................55 7.2
Tax and Related Matters. 7.1 [Intentionally Omitted]
Tax and Related Matters. (a) All transfer, documentary, sales, use, stamp, registration, recordation, conveyance and other similar Taxes and fees (including any penalties and interest) incurred in connection with the transfer of the Shares (“Transfer Taxes”) will be paid 100% by Sellers. Sellers will, and will cause their respective Affiliates to, file all necessary Tax Returns and other documentation with respect to all such Transfer Taxes, and, if required by applicable Laws, Buyer will, and will cause its Affiliates to, join in the execution of any such Tax Returns and other documentation.
Tax and Related Matters. (a) Seller will pay all Transfer Taxes that are required to be paid in connection with the transactions contemplated under this Agreement or otherwise in connection with the Restructuring, regardless of the Party upon which such amounts would have been imposed absent this provision. The Parties will cooperate with each other to the extent reasonably requested and legally permitted to minimize any such Taxes including obtaining and supplying any exemption certificates or other documents necessary to reduce or eliminate such Taxes. The Party required by Law to file such Tax Returns will prepare and file all necessary Tax Returns and other documentation with respect to all such Taxes, costs and fees within the time period prescribed by Law; provided, however, Buyer will not file any such Tax Return that is required to be filed by Buyer pursuant to this Section 7.2(a) without the prior written consent of Seller, not to be unreasonably withheld, conditioned or delayed.
