Deemed Sales definition
Examples of Deemed Sales in a sentence
If the Election is made, the Election Tax Cost (as determined hereunder) shall be paid as additional Purchase Price by the Buyer to the Sellers and the Buyer and Sellers shall report, in connection with the determination of Taxes, the transactions contemplated by this Agreement in a manner consistent with the Election, the computation of the Election Tax Cost, the Modified Aggregate Deemed Sales Price (as defined below) and the Deemed Sales Price Allocation (as defined below).
Prior to the filing of such Tax Returns, Parent and Purchaser shall agree upon the portion of the "Modified Aggregate Deemed Sales Price" (as defined under applicable Treasury Regulations) to be allocated to the assets that are the subject of such Tax Returns, which allocation shall be binding for purposes of Section 8.4.
The allocation of the Aggregate Deemed Sales Price shall be in accordance with the fair market value of the acquired assets as provided in Section 1060 of the Code.
Seller shall be deemed to have accepted such determination unless, within 60 days after the date of Buyer's Deemed Sales Price Notice, Seller notifies Buyer in writing of (i) each proposed deemed sales price with which Seller disagrees, and (ii) for each such price, the amount that Seller proposes as the deemed sales price.
The parties' agreement on the amount of the "Modified Aggregate Deemed Sales Price" and the Accounting Firm's resolution of disputed items with respect thereto shall be final and binding on the parties.
Such allocation of the Aggregate Deemed Sales Price shall be made in accordance with Section 338(b) of the Code and any applicable Treasury Regulations.
Such allocation shall be used for purposes of determining the Modified Aggregate Deemed Sales Price, as defined under applicable Treasury Regulations and in reporting the deemed sale of assets of the Inso Subs in connection with the Section 338(h)(10) Election.
The Sellers and the Purchaser shall in good faith use commercially reasonable efforts to promptly agree on such forms and the allocation of the "Modified Adjusted Deemed Sales Price," as defined in Treasury Regulations ss.1.338(h)(10)-(f), among the assets of the Corporations (the "ALLOCATION SCHEDULE").
Seller shall be deemed to have accepted such determination unless, within 30 days after receipt of Buyer's Deemed Sales Price Notice, Seller notifies Buyer in writing of (i) the amount that Seller proposes as the deemed sales price (if it differs from that proposed by Buyer), (ii) the allocation of the deemed sales prices proposed by Seller and (iii) the reasons for Seller's allocations.
Buyer initially shall determine such deemed sales prices and shall notify Seller in writing of the prices so determined ("Buyer’s Deemed Sales Price Notice") within 90 days after the Closing Date.