Tax Treatment and Purchase Price Allocation. (a) Within 120 days after the final determination of the Purchase Price pursuant to Section 2.2, the Purchaser will prepare and deliver to the Sellers a proposed allocation of the Purchase Price (together with other relevant amounts, including Liabilities deemed assumed for U.S. federal income tax purposes), among the Dutch Parent Company and the U.S. Parent Company (and further among the assets held by the Dutch Parent Company) based on an estimate of the fair market values of the Acquired Companies in accordance with applicable Tax Law (together, the “Estimated Allocation”). If the Sellers do not deliver within 30 days after receipt of the Estimated Allocation a written notice setting forth in reasonable detail any revisions to the Estimated Allocation proposed by the Sellers (an “Allocation Notice”), the Estimated Allocation will be deemed the “Final Allocation” for all purposes hereunder. Prior to the end of such 30-day period, the Sellers may accept the Estimated Allocation by delivering written notice to that effect to the Purchaser, in which case the Estimated Allocation will be deemed the “Final Allocation” for all purposes hereunder when such notice is given. If the Sellers deliver an Allocation Notice within such 30-day period, the Purchaser and Sellers will negotiate in good faith to resolve any dispute within 45 days after the delivery of the Estimated Allocation. If the Purchaser and the Sellers resolve all such disputes concerning the Estimated Allocation within 45 days after its delivery, the Estimated Allocation, as amended to reflect such resolution, shall become binding upon the Purchaser and the Sellers and will be the “Final Allocation.” If the Purchaser and the Sellers cannot agree on the Final Allocation within 45 days after delivery of the Estimated Allocation, all then remaining disputed items shall be submitted for resolution by an independent appraisal firm mutually selected by the Purchaser and the Sellers. The Purchaser and the Sellers shall each request that the independent appraisal firm make a final determination as to the disputed items within 30 days after such submission. The Estimated Allocation shall be amended in accordance with the findings of such independent appraisal firm, and the Estimated Allocation, as so amended, shall become binding upon the Purchaser and the Sellers and shall be the Final Allocation. The fees, costs, and expenses of the independent appraisal firm shall be borne equally by the Purchaser, on the...
Tax Treatment and Purchase Price Allocation. (a) For U.S. federal income tax purposes (and, where applicable for state and local income tax purposes), the Sellers and the Purchaser intend to treat the transfer of the Membership Interests pursuant to this Agreement in the manner specified by Rev. Xxx. 00-0, 0000-0 X.X. 432, Situation 2. Accordingly, each Seller intends to treat such transfer as a sale of a partnership interest, and the Purchaser intends to treat such transfer as the purchase of all the assets of the Company. The Sellers and the Purchaser shall prepare all relevant Tax Returns in a manner consistent with this paragraph and shall not, and shall cause their respective Affiliates not to, take any position that is inconsistent with this paragraph on any Tax Return, or otherwise, before any Taxing Authority unless otherwise required by a Final Determination.
Tax Treatment and Purchase Price Allocation. (a) The parties hereto acknowledge and agree that, for U.S. federal (and applicable state and local) income Tax purposes, the Transactions will be reported in a manner that is consistent with the treatment described in this Section 1.8(a), and each party hereto (and each of their respective Affiliates) shall prepare and file all Tax Returns on a basis consistent with this Section 1.8(a) and shall take no inconsistent position on any Tax Return, in any audit or similar proceeding before any Governmental Authority, or otherwise. In particular:
Tax Treatment and Purchase Price Allocation. (a) Buyer and Seller hereby acknowledge and agree that the purchase and sale of Outstanding Membership Interests contemplated by this Agreement is intended to be treated as a sale of the Company’s assets for U.S. federal Income Tax purposes. The Buyer and the Seller further agree not to take any action or position that is inconsistent with such treatment unless otherwise required to do so by applicable Law.
Tax Treatment and Purchase Price Allocation. (a) The Purchaser and the Sellers agree that for U.S. federal income and applicable state and local tax purposes, (i) after the Restructuring, the Seller Entity shall be treated as the partnership that is the continuation of the Company pursuant to Section 708 of the Code and (ii) the purchase of the Purchased Equity by the Purchaser as contemplated by this Agreement will be characterized for all applicable Tax purposes as a sale by the Seller Entity of 100% of the assets of the Company in exchange for the Purchase Price (and all Liabilities and other capitalizable costs for Tax purposes) (collectively, the “Intended Tax Treatment”).
Tax Treatment and Purchase Price Allocation. (a) The parties agree that for U.S. federal (and applicable state and local) income Tax purposes, (a) the acquisition of the Membership Interests pursuant to this Agreement shall be treated as a purchase and sale of all of the assets of the Company (and of any other member of the Company Group that is disregarded as separate from the Company for U.S. federal income tax purposes) that constitutes an “applicable asset acquisition” within the meaning of Section 1060 of the Code, (b) any indemnification payments made pursuant to Article IX, any Earnout Amounts payable pursuant to and in accordance with this Agreement and the Earnout Agreement and any payment made pursuant to and in accordance with Section 2.11, in each case, shall be treated as an adjustment to the purchase price (except to the extent of any amounts in respect of imputed interest). None of the parties shall (and each shall cause its Affiliates not to), take any position inconsistent with the foregoing on any Tax Return or in connection with any Tax Proceeding, provided, however, that this Section 10.7(a) shall not prevent Purchaser, Seller or their Affiliates from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of the foregoing, and neither Purchaser, Seller nor any of their Affiliates shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Authority in connection therewith.
Tax Treatment and Purchase Price Allocation. The Parties intend for U.S. federal income tax purposes (and for purposes of any applicable state or local Tax that follows the U.S. federal income tax treatment) to treat (i) the purchase of each of the Purchased Units and the Miami Interests in a manner consistent with the holding in Situation 2 of Revenue Ruling 99-6, 1991-1 C.B. 432; (ii) the purchase of the Xxxxxxx Bay Interests as a taxable sale by MOF Xxxxxxx Bay of the assets of Pentagon and its Subsidiaries; (iii) all amounts paid after the Closing Date to Sellers under this Agreement, including any Earnout Payment and any payments from the Purchase Price Adjustment Escrow Amount or the [****] (together, the “Post-Closing Payments”), to the extent permitted by applicable Law, as an adjustment to the Purchase Price for the Purchased Units; and (iv) the purchase of the Purchased Units as an installment sale (on account of the possible Post-Closing Payments) with a stated maximum selling price for purposes of Treasury Regulations Sections 15A.453-1(c)(1) – (2) and, to the extent required by applicable Law, a portion of any Post-Closing Payment paid to Sellers, as imputed interest under the rules of Section 483 (together, the “Intended Tax Treatment”). The Parties agree to allocate the Purchase Price among the Purchased Units, the Miami Interests and the Xxxxxxx Bay Interests for U.S. federal income tax purposes (the “Share Allocation”) consistent with the designation of the Purchase Price pursuant to Annex A and that any adjustment to the Purchase Price (including pursuant to Section 2.4 or a Post-Closing Payment) shall only adjust the allocation made to the Purchased Units. The Parties agree to allocate the final Purchase Price (together with any other amounts required to be taken into account under Subchapter K of the Code, including any Post-Closing Payments) (“Allocable Amount”) to the extent necessary under, and according to the principles of, (i) with respect to the Company and IGDH, Sections 741 and 751 of the Code and Situation 2 of Revenue Ruling 99-6, 1999-1 C.B. 432 and relevant non-U.S. Tax Law and (ii) with respect to Pentagon, Section 1060 of the Code and relevant non-U.S. Tax Law. Such allocations shall be made consistent with the Share Allocation and in accordance with the allocation methodology as set forth on Schedule 6.5. Within ninety (90) days after the Closing. Buyer shall prepare, or caused to be prepared, consistent with the Share Allocation and in accordance with the methodol...
Tax Treatment and Purchase Price Allocation. (a) Each of the Payment Agent, Escrow Agent, Buyer, the Company and the Members agree that for U.S. federal (and applicable state and local) income tax purposes, Buyer’s acquisition of the Purchased Units will be governed by IRS Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 1), and, pursuant thereto, (i) with respect to Buyer, (A) the Company shall be deemed to make a liquidating distribution of its assets to the Direct Members, and (B) Buyer shall be deemed to acquire, by purchase, all applicable assets distributed to the Direct Members; and (ii) with respect to the Direct Members, the Direct Members shall be treated as selling partnership interests and shall report gain or loss, if any, resulting from the sale of their partnership interests in accordance with Section 741 of the Code.
Tax Treatment and Purchase Price Allocation. (a) Except in the case where, as a result of a Permitted Ownership Change, the Company becomes a direct wholly-owned Subsidiary (or is treated as becoming a direct wholly-owned Subsidiary for U.S. federal income tax purposes) of a Subsidiary of AEPC or of AEPC, Buyer and Sellers agree that the transfer of the Membership Interests to be effected in the Initial Closing shall be treated from Buyer’s perspective for U.S. federal income Tax purposes as a purchase of the assets of the Company (and, for the avoidance of doubt, as a direct acquisition of any assets owned by any entities that are disregarded as separate from the Company for U.S. federal income tax purposes, rather than as an acquisition of any interests in any such entities), and from Sellers’ perspective for U.S. federal income Tax purposes as a sale of partnership interests (issued by the Company) pursuant to Situation 2 of IRS Revenue Ruling 99-6, 1999-1 C.B. 432. If, as a result of a Permitted Ownership Change, the Company becomes a direct wholly-owned Subsidiary (or is treated as becoming a direct wholly-owned Subsidiary for U.S. federal income tax purposes) of a Subsidiary of AEPC or of AEPC, the Company shall become an entity disregarded as separate from such Subsidiary of AEPC or AEPC, as the case may be, for U.S. federal income tax purposes. In that case, Buyer and Sellers agree that the Initial Closing shall be treated from both Buyer’s and Sellers’ perspective for U.S. federal income tax purposes as a purchase and sale of assets of the Company (and, for the avoidance of doubt, as a direct acquisition of any assets owned by entities that are disregarded as separate from such Subsidiary of AEPC or AEPC, as the case may be, for U.S. federal income tax purposes, rather than as an acquisition of any interest in such entities).
Tax Treatment and Purchase Price Allocation. The Buyer and the Seller shall treat the transaction contemplated by this Agreement as a purchase by the Buyer of a 85% interest in each of the assets held by the Company immediately prior to the Effective Time (the “Assets”) followed by a contribution by the Buyer and the Seller of their respective interests in the Assets to a partnership in accordance with Revenue Ruling 99-5, which purchase and contribution shall be deemed effective for all purposes as of the end of the Closing Date. The allocation of the Purchase Price (along with any other items constituting consideration for purposes of Section 1060 of the Code), taking into account any adjustments made thereto pursuant to this Agreement, shall be among the Assets in accordance with the principles and allocations set forth in Schedule 9.4(e) and no party hereto shall take any position inconsistent with such allocation for purposes of Section 1060 of the Code and the Treasury Regulations thereunder (and any similar provision of state, local or foreign law, as appropriate). The Buyer and the Seller and each of their respective Affiliates shall take all actions and properly and timely file all Tax Returns (including, but not limited to, IRS Form 8594 (Asset Acquisition Statement)) consistent with such allocation. If the Buyer and the Seller are unable to resolve any dispute relating to the allocation of the Purchase Price to the Assets included in Class VI Assets (other than the covenants set forth in Section 9.3) on Schedule 9.4(e), any such dispute shall be submitted for final resolution to the Arbitrator in accordance with the procedures set forth in Section 2.2(b)(iii).
