Purchase Price Allocation for Tax Purposes. Reasonably promptly after the Closing Date, but not later than June 30, 2007, Purchaser shall provide to Seller and PRMA a proposed allocation of the Final Purchase Price (as defined for federal income Tax purposes) among the assets of the Company, and a proposed allocation of the Convenience Store Purchase Price among the Convenience Store Assets, which allocations shall be made in accordance with Section 1060 of the Code and any applicable Treasury Regulations (collectively, the “Allocation Statement”). Within fourteen (14) days following such provision, Seller and PRMA shall have the right to object to the Allocation Statement (by written notice to the Purchaser), and if either so objects, it shall notify Purchaser (in such written notice) of such disputed item (or items) and the basis for its objection. If Seller and PRMA do not object by written notice within such period, the Allocation Statement shall be deemed to have been accepted and agreed upon, and final and conclusive, for all purposes of this Agreement. Seller, PRMA and Purchaser shall act in good faith to resolve any such dispute prior to the date on which any of the allocations are required to be filed with the appropriate Tax authority. If Seller, PRMA and Purchaser cannot resolve any disputed item, the item in question shall be resolved by the Independent Accounting Firm as promptly as practicable. The fees and expenses of the Independent Accounting Firm shall be apportioned and paid equally by Seller and Purchaser. Except with respect to any subsequent adjustments to the Final Purchase Price (which shall be allocated using the mechanism for allocating Final Purchase Price in this Section 9.5), Seller, PRMA and Purchaser, and their respective Affiliates, (i) shall be bound by the determinations and the Allocation Statement determined pursuant to this Section 9.5 consistently therewith for purposes of determining any Taxes, (ii) shall prepare and file all Tax Returns to be filed with any Tax authority in a manner consistent with the Allocation Statement and (iii) shall take no position inconsistent with the Allocation Statement in any Tax Return, any proceeding before any Tax authority or otherwise. In the event that the Allocation Statement is disputed by any Tax authority, the Person receiving notice of such dispute shall promptly notify and consult with the other Parties concerning resolution of such dispute. Each of Seller, PRMA and Purchaser shall cooperate in the preparation and timel...
Purchase Price Allocation for Tax Purposes. Seller and Buyer agree that the Purchase Price shall be allocated to the various Assets for federal and state income tax purposes as shown on Exhibit 8.10. The Parties further agree that the allocations set forth on Exhibit 8.10 represent reasonable estimates of the fair market values of the Assets described therein.
Purchase Price Allocation for Tax Purposes on or before the Closing Date, Buyer and Seller shall agree in writing as to the allocation of the Purchase Price among the Properties under the methodology required pursuant to Section 1060 of the Code (the “Purchase Price Allocation”). If an adjustment to the Purchase Price is made under this Agreement, the Parties shall adjust the Purchase Price Allocation to be consistent with the Adjusted Purchase Price. Seller and Buyer shall report the transactions contemplated hereby on all U.S. federal income tax returns (including Form 8594 and all other information returns and supplements thereto required to be filed by the Parties under Section 1060 of the Code) in a manner consistent with such Purchase Price Allocation. In the event that the allocation is disputed by any taxing authority, the Party receiving notice of such dispute will promptly notify and consult with the other Party and keep the other Party apprised of material developments concerning resolution of such dispute.
Purchase Price Allocation for Tax Purposes. For the purpose of making the requisite filings under Section 1060 of the Code and the regulations thereunder and for the calculation of any sales or other transfer taxes due in connection with the transactions contemplated hereby, Seller and Purchaser agree to allocate the Purchase Price (as adjusted pursuant to the provisions hereof) and any liabilities assumed by Purchaser under this Agreement entirely as provided in Exhibit A, Schedule 3. REPRESENTATIONS AND WARRANTIES OF SELLER Seller hereby represents and warrants to Purchaser as follows:
Purchase Price Allocation for Tax Purposes. Seller and Buyer agree that the Purchase Price shall be preliminarily allocated to the various Assets for federal, state and local income Tax purposes only in the manner set forth on Schedule 15.9. The allocation of the Purchase Price shall be reflected on the completed Form 8594 (Asset Acquisition Statement Under Section 1060), which Form Seller and Buyer will each file separately with the Internal Revenue Service pursuant to the requirements of section 1060(b) of the Code. Unless otherwise required by Law, the Parties agree not to take a federal, state or local income Tax reporting position inconsistent with the allocations set forth on Schedule 15.9, as revised as provided in this Section 15.9. The Parties further agree that the allocations set forth on Schedule 15.9 represent reasonable estimates of the fair market values of the Assets described therein. The Parties agree to revise the allocations set forth on Schedule 15.9 in good faith and in accordance with section 1060 of the Code to reflect adjustments to the Purchase Price (including those final adjustments made under Section 3.4 in the preparation of the Final Adjustment Statement).
Purchase Price Allocation for Tax Purposes. Seller and Buyer agree that the Purchase Price shall be allocated to the various Assets for federal and state income tax purposes only in the manner set forth on Schedule 15.9. The allocation of the Purchase Price shall be reflected on the completed Form 8594 (Asset Acquisition Statement Under Section 1060), which Form Seller and Buyer will each file separately with the Internal Revenue Service pursuant to the requirements of section 1060(b) of the Code. The Parties agree not to take a federal or state income tax reporting position inconsistent with the allocations set forth on Schedule 15.9. The Parties further agree that the allocations set forth on Schedule 15.9 represent reasonable estimates of the fair market values of the Assets described therein.
Purchase Price Allocation for Tax Purposes. Purchaser and the Seller Parties agree that the Purchase Price and the Liabilities of the Company and its qualified subchapter S subsidiaries (plus other relevant items) will be allocated to the assets of the Company and its qualified subchapter S subsidiaries for all purposes (including Tax and financial accounting) as agreed by Purchaser and the Seller Parties prior to the Closing Date and described in a schedule to be attached to this Agreement prior to the Closing Date as Schedule 1.04, which is intended to constitute an allocation consistent with Section 338(h)(10) of the Code (which section shall not apply to Subsidiaries that are “C” corporations) and Section 1060 of the Code and the regulations thereunder. The Parties shall use such allocation for purpose of complying with the Code and for filing Form 8594 with the Internal Revenue Service, and the Parties agree that they will not take or cause to be taken any position on any Tax Return or attachment thereto (including IRS Form 8594), before any Taxing Authority or in any Proceeding that is in any way inconsistent with such allocation, as finally agreed or resolved, without the written consent of the other Parties to this Agreement or unless specifically required to do so pursuant to a “determination” within the meaning of Section 1313(a) of the Code or an analogous provision of applicable Law. The Parties shall reasonably cooperate with each other in connection with the preparation, execution and filing of all Tax Returns related to such allocation. The Parties shall promptly advise each other of the existence of any Tax audit, controversy, determination or litigation related to such allocation.
Purchase Price Allocation for Tax Purposes. Within one hundred eighty (180) days after the Closing Date, Buyer will provide to Seller a copy of Internal Revenue Service Form 8594 and any required exhibits thereto (the “Asset Acquisition Statement”) with Buyer’s proposed allocation of the Purchase Price (and all other applicable amounts) among the assets of NBLLC. If Seller disputes Buyer’s proposed allocation, Seller will give Buyer written notice of such dispute (“Tax Dispute Notice”) within thirty (30) days after receipt of the Asset Acquisition Statement setting forth the matters in dispute and the specific grounds of each dispute. If Buyer does not receive a Tax Dispute Notice from Seller within such thirty (30) day period, Seller will be deemed to have agreed to, and accepted, such Asset Acquisition Statement. Buyer and Seller will endeavor in good faith to resolve any disputes with respect to the Asset Acquisition Statement within fifteen (15) days after Buyer’s receipt of a Tax Dispute Notice from Seller and if the Parties cannot resolve any such disputes within such fifteen (15) day period, Buyer shall engage a nationally recognized independent accounting, law or appraisal firm chosen jointly by Buyer and Seller for resolution. Both Buyer and Seller agree to accept such firm’s determination with respect to the Asset Allocation Statement, agree to file Forms 8594 with the Internal Revenue Service in accordance to such allocation and agree not to take any position before any Tax authority inconsistent therewith. Any fees, costs and expenses for such engagement will be borne equally by Buyer and Seller.
Purchase Price Allocation for Tax Purposes. Within one hundred eighty (180) days after the Closing Date, Purchaser shall provide to Seller a copy of Internal Revenue Service Form 8594 and any required exhibits thereto with Purchaser’s prepared allocation of the Purchase Price. Purchaser and Seller agree to make all reasonable efforts to file all Tax Returns of both Purchaser and Seller consistently with this allocation.
Purchase Price Allocation for Tax Purposes. Sellers and Buyer agree that the Purchase Price shall be allocated to the various Assets for federal and state income tax purposes only in the manner set forth in SCHEDULE 14.10. The parties agree not to take a federal or state income tax reporting position inconsistent with the allocations set forth on SCHEDULE 14.10. The parties further agree that the allocations set forth on SCHEDULE 14.10 represent reasonable estimates of the fair market values of the Assets described therein.
