Allocation of Purchase Consideration. Seller and Buyer agree that the Purchase Consideration (plus any Assumed Liabilities treated as part of the consideration paid for income tax purposes) shall be allocated among the Purchased Assets for all purposes as shown on the allocation schedule (the “Allocation Schedule”) and which shall follow the allocation methodology set forth on Schedule 2.05. A draft of the Allocation Schedule shall be prepared by Buyer and delivered to Seller within 60 days following the Closing Date. If Seller notifies Buyer in writing that Seller objects to one or more items reflected in the Allocation Schedule, Seller and Buyer shall negotiate in good faith to resolve such dispute; provided, however, that if Seller and Buyer are unable to resolve any dispute with respect to the Allocation Schedule within 120 days following the Closing Date, such dispute shall be resolved by the Independent Accountant. The fees and expenses of such accounting firm shall be borne equally by Seller and Buyer. Buyer and Seller agree that the Allocation Schedule shall be amended to reflect adjustments to the Purchase Price made pursuant to this Agreement and any adjustment to the Purchase Price shall be allocated in a manner consistent with the Allocation Schedule. Buyer and Seller shall file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with the Allocation Schedule. In the event the allocation is disputed by any taxing authority, the party receiving the notice of such dispute shall promptly notify and consult with the other party concerning resolution of such dispute, shall keep the other party apprised of the status of such dispute, such other party shall have the opportunity to participate in any discussion or dispute concerning such allocation, and neither party shall have the authority to resolve such dispute without the consent of the other party (which consent cannot be unreasonably withheld, conditioned or delayed).
Allocation of Purchase Consideration. (a) The Buyer and the Sellers agree to allocate the purchase consideration among the Sellers and the Acquired Interests as set forth on the schedule attached hereto as Exhibit C (the “Allocation Schedule”).
Allocation of Purchase Consideration. The Purchase Consideration shall be allocated among the Assets in such manner as Uroplasty shall reasonably specify in writing at Closing.
Allocation of Purchase Consideration. Between the date hereof and the Closing, the parties will endeavor to agree on an allocation, and to be bound by such allocation of, the Purchase Price plus the Assumed Liabilities among the Transferred Assets for all purposes (including financial accounting and Tax purposes) in accordance with Section 1060 of the Code, based on the fair market value of the Transferred Assets (the “Allocation”). If such an allocation is agreed, the parties shall file all Tax Returns (including, without limitation, IRS Form 8594, any additional information return required to be filed pursuant to Section 1060 of the Code, and any comparable form under state, local or foreign Tax Law) in a timely manner and consistent with such Allocation, and each party agrees to notify the other party in the event that any Governmental Authority takes or proposes to take a position for Tax purposes that is inconsistent with the Allocation, and not later than 30 days prior to the filing of their respective forms, each Party shall deliver to the other Party a copy of any information required to be furnished to the Secretary of the Treasury under Code Section 1060.
Allocation of Purchase Consideration. Subject to any post-Closing adjustments required by Section 2.5 hereof, the parties to this Agreement shall initially allocate the Purchase Consideration among the Assets and associated goodwill, which allocation will be based upon the following categories: Accounts Receivable & prepaid expenses $ * Inventory $ * Equipment $ * Goodwill $ * Total ($2,750,000 + Assumed Liabilities) $ 3,769,000 The figures above are preliminary and based upon the Base Value Balance Sheet and will be updated after Closing (but not later than the close of the Valuation Review Period) based upon the Closing Date Balance Sheet and adjustments, if any, made in accordance with Section 2.5 hereof. The parties agree to file any and all applicable tax returns and other required related tax schedules in accordance with such allocation and Section 1060 of the Internal Revenue Code and will not adopt or otherwise assert tax positions inconsistent therewith. Purchaser and Seller shall each prepare and file its Form 8594 for the taxable year in which the Closing takes place, consistent with the requirements set forth in this Section 2.4.
Allocation of Purchase Consideration. The Purchase Consideration and the liabilities assumed by PATI pursuant to Section 2.1 and Section 2.2 shall be allocated for Tax reporting purposes in the manner set forth on Schedule 2.4 for all purposes, including the filing of any Tax Returns.
Allocation of Purchase Consideration. The Purchase Price, as finally determined pursuant to Section 2.5 and the liabilities of the Partnership and the Subsidiaries attributable to the Purchased Interests (together, the "Purchase Consideration") shall be allocated among the portions of the Partnership Assets attributable to the Purchased Interests in an allocation agreement (the "Allocation Agreement") to be prepared in accordance with the rules under Sections 743(b), 751, 755 and 1060 of the Code. The parties agree that the Purchase Consideration shall be allocated among the Partnership Assets by allocating an amount to the tangible assets of the Partnership and the Subsidiaries equal to the portion of the book value for financial statement purposes of such tangible assets attributable to the Purchased Interests and the remainder to the System Franchises of the Partnership and the Subsidiaries. Buyer shall deliver a draft of the Allocation Agreement to the General Partner, in its capacity as the representative of the Sellers, within thirty (30) days after a final determination is reached pursuant to Section 2.5 for approval and consent, and Buyer and the General Partner, in its capacity as the representative of the Sellers, shall mutually agree upon the Allocation Agreement. Neither Buyer nor any of the Sellers shall unreasonably withhold its approval and consent with respect to the Allocation Agreement. Unless otherwise required by applicable law, Buyer, Sellers, the Partnership and the Subsidiaries agree to act, and cause their respective affiliates to act, in accordance with the computations and allocations contained in the Allocation Agreement in any relevant Tax Returns or similar filings (including any forms or reports required to be filed pursuant to Section 1060 of the Code ("1060 Forms")), to cooperate in the preparation of any 1060 Forms, to file such 1060 Forms in the manner required by applicable law and to not take any position inconsistent with such Allocation Agreement upon examination of any tax refund or refund claim, in any litigation or otherwise.
Allocation of Purchase Consideration. Parent, the ------------------------------------- Members and Buyer shall agree prior to the Closing Date to an allocation of the Initial Purchase Consideration and the Contingent Purchase Consideration among the assets of the Company. For purposes of the allocation to be agreed upon pursuant to this Section 8.9, other than amounts allocable to assets reflected on the Adjustment Amount Balance Sheet, the Initial Purchase Consideration and the Contingent Purchase Consideration will be allocated entirely to goodwill, except to the extent of any value allocated to contracts and other arrangements under which the Asset-Based Fees, Performance Fees and any other management or advisory fees or allocations or similar amounts are earned (it being acknowledged and agreed by the parties hereto that, due to the terminable nature of such contracts and other arrangements, no more than a minimal portion of the Initial Purchase Consideration (which for purposes of this Section 8.9 shall include the payments contemplated by clauses (i) and (ii) of the definition of Initial Purchase Consideration to the extent payable under this Agreement) and the Contingent Purchase Consideration shall be allocated to such contracts and arrangements for Federal, state and local Income Tax purposes). None of the Symphony Parties nor Buyer (nor any of their respective Affiliates) shall take any position on any Tax Return or with any taxing authority that is inconsistent with the allocation as agreed upon pursuant to this Section 8.9.
Allocation of Purchase Consideration. The Purchase Consideration shall be allocated among the Purchased Assets in a manner set forth in Schedule 3.02. After the Closing, Seller and Buyer shall cooperate with each other in the preparation, execution and filing of (i) all information returns and supplements thereto required to be filed with the IRS by the parties under Section 1060 of the Code and the Treasury Regulations promulgated there under relating to the allocation of the Purchase Consideration and (ii) all similar filings required to be filed with respect to the transactions contemplated by this Agreement with the IRS and other appropriate taxing authorities. Each party hereto agrees not to assert, in connection with any tax return, tax audit or similar proceeding, any allocation that differs from that set forth in Schedule 3.02.
Allocation of Purchase Consideration. The Purchase Consideration will be allocated among the items of Online Equipment in accordance with their respective net book values, as reflected on the most recent Seller Financial Statement (as defined in Section 2.6 hereof). The remainder of the Purchase Consideration will be allocated to goodwill and other intangible assets. Each of the parties hereto agrees to report the federal, state and local income and other tax consequences of the transactions contemplated by this Agreement in a manner consistent with such allocation.
