CEPM definition
Examples of CEPM in a sentence
The Parties shall use commercially reasonable best efforts to cause CEPM to apply the “interim closing method” under Section 706 of the Code and the Treasury Regulations thereunder to all items of income, gain, loss, deduction and credit to be allocated between Seller and Buyer.
Buyer shall have the right to control any Tax Proceeding in respect of CEPM for any Straddle Period with respect to Flow-Through Taxes; provided, that, for so long as Seller is liable under this Agreement or under Law for the Taxes that could result from such Tax Proceeding, Buyer shall allow Seller to participate in any such Tax Proceeding through counsel of Seller’s choosing.
Seller and Buyer shall allocate the Purchase Price (and any liabilities taken into account as consideration for the Company Interests under applicable Tax Law) for purposes of Section 1060 (or, with respect to CEPM, Sections 743, 751 and 755) of the Code and the Treasury Regulations promulgated thereunder (and any comparable or similar provisions of applicable state and local Tax Law) first, among the Acquired Companies and second, among the separate classes of assets of the Company Entities.
Buyer shall prepare all United States federal and state income Tax Returns of Lakewood and CEPM for all Pre-Closing Tax Periods and Straddle Periods that are not filed prior to the Closing Date.
Seller or its designee shall have the right to control any Tax Proceeding in respect of Lakewood and CEPM taxable periods ending on or before the Closing Date with respect to Flow-Through Taxes; provided, that, Seller shall use its commercially reasonable efforts to allow Buyer to participate in any such Tax Proceeding through counsel of Buyer’s choosing and shall promptly provide Buyer with copies of any material notices or correspondence received in connection with any such Tax Proceeding.
In the event that Buyer or Seller or their respective Affiliates become aware that the IRS has issued a notice of final partnership adjustment with respect to Lakewood or CEPM for any Pre-Closing Tax Period, such Party shall promptly notify the other Party.