Class VII assets definition

Class VII assets shall have the meaning ascribed to them in Section 1.338-6 of the Treasury Regulations. If Seller and Buyer reach an agreement with respect to the Allocation, (i) the Seller and the Buyer shall report the transactions contemplated hereby on all Tax Returns, including, but not limited to Form 8594, in a manner consistent with the Allocation, (ii) if there is an adjustment to the Adjusted Purchase Price and if such difference requires an adjustment to the Allocation in order for such Allocation to comply with Section 2.4(b) and this Section 2.4(c), the Seller shall prepare such adjustment to the Allocation which adjustment shall be submitted to the Buyer, and the Seller and the Buyer shall use commercially reasonable efforts to agree on the final adjustment to the Allocation, and (iii) the Seller and the Buyer agree to (x) be bound by the Allocation, (y) file all information reports and Tax Returns (including IRS Form 8594) in a manner consistent therewith, and (z) take no position inconsistent with the Allocation in any Tax Return, any audit or examination by, or any proceeding before, any Taxing Authority; provided, however, that neither Party shall be unreasonably impeded in its ability and discretion to negotiate, compromise and/or settle any Tax audit, claim or similar proceedings in connection with such allocation notwithstanding anything in this Agreement to the contrary.
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Examples of Class VII assets in a sentence

  • Buyer agrees that the allocation of the Purchase Price, in excess of the book value of the Closing Assets, shall be allocated to Class VI assets and Class VII assets as defined in IRC Reg 1.338-6(b).

  • Accordingly, the Buyer and the Seller agree that the consideration described above shall be allocated to Class I assets, Class II assets, Class III assets, Class IV assets, Class VI assets and Class VII assets (all as defined below) based on fair market values.

  • After the date hereof, Chicago, Georgia and Washington agree to reasonably cooperate with Florida to provide information requested in writing by Florida regarding the allocation of the Washington Tax Consideration among Class VI and Class VII assets of Washington.

  • The Tax Adjustment shall allocate any Earnout Payments to Class VII assets in accordance with the provisions of Treas.

  • If the installment sale rules under Section 453 of the Code apply to any payment contemplated by Section 4.7, the parties agree that the entire amount of such payment shall be allocable to Class VII assets (within the meaning of Treasury Regulations Section 1.338-6).

  • For purposes of complying with Section 1060 of the Internal Revenue Code of 1986, as amended ("IRC"), and completion of Form 8594 Asset Acquisition Statement, the Purchase Price shall be allocated as follows: 90% to "Class V" assets, 5% to "Class VI" assets (all IRC section 197 intangibles, including the Non-competition Agreement), and 5% to "Class VII" assets (goodwill and going-concern value).

  • Any adjustments to the Total Consideration, including pursuant to Sections 3.2, 3.3 and 3.4, shall be allocated to Class VII assets pursuant to the Allocation Schedule.

  • The Parties shall jointly update the Allocation Schedule in a manner consistent with this Section 6.04 in the case of any adjustment to the Purchase Price hereunder, but acknowledge and agree that any increase in the Purchase Price as a result of the Earn-Out Payment is allocable entirely to Class VII assets (goodwill and going-concern value).

  • The Parties (i) agree that the Purchased Assets are exclusively Class VI or Class VII assets for purposes of Section 1060 of the Internal Revenue Code of 1986, as amended, the regulations thereunder, and IRS Form 8594 and (ii) shall allocate the entire amount of the Purchase Price to Class VI or Class VII assets.

  • The Purchase Price will be allocated among Class VI and Class VII assets and among no other asset classes.