Allocated Asset Value Sample Clauses

Allocated Asset Value. The Sellers and the Buyer hereby agree that the Gross Asset Value plus each of the “Gross Asset Values” (as defined in each of the Other PSAs) shall be allocated among the Transferred Assets and the Other PSA Assets as set forth on Schedule 2.6 attached hereto (as to each Transferred Asset and the Other PSA Assets (as applicable) the “Allocated Asset Value”), for federal, state, local and foreign Tax purposes in accordance with applicable U.S. federal Tax laws and analogous provisions of state, local and foreign Tax laws. The Sellers and the Buyer shall file all Tax returns and related Tax documents consistent with such allocations, as such allocations may be reallocated pursuant to the provision of this Section 2.6 or otherwise adjusted by agreement of the parties hereto.
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Allocated Asset Value. The Sellers and the Buyer hereby agree that the Gross Asset Value plus each of the “Gross Asset Values” (as defined in each of the Other PSAs) shall be allocated among the Assets and the Other PSA Assets on or prior to the Inspection Date (as to each Asset and Other PSA Asset (as applicable), the “Allocated Asset Value”) for federal, state, local and foreign tax purposes in accordance with applicable U.S. federal tax laws and analogous provisions of state, local and foreign tax laws. On or prior to the Closing Date, the Buyer shall have the right to reallocate the Gross Asset Value and Allocated Asset Value and each of the “Gross Asset Values” and “Allocated Asset Values” (each as defined in each of the Other PSAs) among the Assets and the Other PSA Assets provided that any such reallocations shall be subject to the prior reasonable approval of the Sellers. The Sellers and the Buyer shall file all Tax returns and related tax documents consistent with such allocations, as such allocations may be reallocated pursuant to the provision of this Section or otherwise adjusted by agreement of the Parties.
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Allocated Asset Value. The Sellers and the Buyer hereby agree that the Gross Asset Value shall be allocated among the Assets as set forth on Schedule 2.6 attached hereto (as to each Asset, the “Allocated Asset Value”) for purposes of Title Policy coverage amounts, transfer taxes and ROFO/ROFR purposes. The Seller and Buyer may allocate values among the Properties as they see fit for all other purposes not implicated by this provision. For the avoidance of doubt, the Allocated Asset Value for the Yuma MOB Property set forth on Schedule 2.6 assumes that the Yuma MOB Property is conveyed in fee simple; however, in the event that the LLC Interests in the Yuma Joint Venture are conveyed instead, the Allocated Asset Value of the Yuma MOB Property shall be adjusted as set forth in Section 3.7.
Sample 1
Allocated Asset Value. The Sellers and the Buyer hereby agree that the Gross Asset Value shall be allocated among the Properties as set forth on Schedule 2.5 (the “Allocated Asset Value”) for federal, state, local and foreign tax purposes in accordance with applicable U.S. federal tax laws and analogous provisions of state, local and foreign tax laws. On or prior to the Closing Date, the Buyer shall have the right to reallocate the Purchase Price among the Assets provided that any such reallocations shall be subject to the prior reasonable approval of the Sellers. The Sellers and the Buyer shall file all Tax Returns and related tax documents consistent with the allocations set forth on Schedule 2.5, as such allocations may be reallocated pursuant to the provision of this Section or otherwise adjusted by agreement of the Parties.
Sample 1
Allocated Asset Value. Seller and Buyer hereby agree that the Gross Asset Value shall be allocated among the Properties as set forth on Schedule 2.5 attached hereto (the “Allocated Asset Value”). Seller and Buyer agree that the Allocated Asset Value shall be further allocated in accordance with Section 1060 of the Code (the “Tax Allocation”) as provided below. Seller shall, within 20 days after the date of this Agreement, prepare and deliver to Buyer for its review a schedule with a detailed Tax Allocation with respect to each Property (such schedule, the “Tax Allocation Schedule”), which Tax Allocation Schedule shall be subject to Buyer’s approval, not to be unreasonably withheld. Upon reaching an agreement on the Tax Allocation Schedule, Buyer and Seller shall (a) cooperate in the filing of any forms (including Form 8594 under section 1060 of the Code) with respect to the Tax Allocation Schedule as finally agreed upon, including any amendments to such forms required pursuant to this Agreement with respect to any adjustment to the Purchase Price and (b) shall prepare and file all federal, state and local tax returns and related tax documents consistent with such Tax Allocation Schedule. Notwithstanding the foregoing, if, after negotiating in good faith, Buyer and Seller are unable to agree on a mutually satisfactory Tax Allocation Schedule, each of Buyer and Seller shall use its own allocation for purposes of this Section 2.5.
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Related to Allocated Asset Value

  • Gross Asset Value The term "Gross Asset Value" means, with respect to any asset, the asset's adjusted basis for federal income tax purposes, except as follows:

  • Net Asset Value The net asset value of each outstanding Share of the Trust shall be determined at such time or times on such days as the Trustees may determine, in accordance with the 1940 Act. The method of determination of net asset value shall be determined by the Trustees and shall be as set forth in the Prospectus or as may otherwise be determined by the Trustees. The power and duty to make the net asset value calculations may be delegated by the Trustees and shall be as generally set forth in the Prospectus or as may otherwise be determined by the Trustees.

  • Allocated Values The Purchase Price is allocated among the Assets as set forth in Exhibit C attached hereto (the “Allocated Values”). The Parties agree that the Allocated Values shall be used to compute any adjustments to the Purchase Price pursuant to the provisions of Article III and Article IV, and for preferential rights purposes.

  • CALCULATION OF NET ASSET VALUE U.S. Trust will calculate the Fund's daily net asset value and the daily per-share net asset value in accordance with the Fund's effective Registration Statement on Form N-2 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), including its current prospectus. If so directed, U.S. Trust shall also calculate daily the net income of the Fund

  • Agreed Value 5 Agreement ...............................................................................................5 API......................................................................................................5 Assignee.................................................................................................5

  • Book Value The value of an asset on the books of the Company, before allowance for depreciation or amortization.

  • Determination of Net Asset Value The Trustees shall cause the Net Asset Value of Shares of each Series or Class to be determined from time to time in a manner consistent with applicable laws and regulations. The Trustees may delegate the power and duty to determine Net Asset Value per Share to one or more Trustees or officers of the Trust or to a custodian, depository or other agent appointed for such purpose. The Net Asset Value of Shares shall be determined separately for each Series or Class at such times as may be prescribed by the Trustees or, in the absence of action by the Trustees, as of the close of regular trading on the New York Stock Exchange on each day for all or part of which such Exchange is open for unrestricted trading.

  • Contributed Property Notwithstanding any other provision of this Operating Agreement, the Members shall cause Depreciation and or cost recovery deductions and gain or loss attributable to Property contributed by a Member or the Manager or revalued by the Company to be allocated among the Members or the Managers for income tax purposes in accordance with Section 704(c) of the Code and the Treasury Regulations promulgated thereunder using the method selected by the Managers.

  • Participation in Profits and Losses All profits and losses of the Company will be allocated to the Member.

  • Average Invested Assets For a specified period, the average of the aggregate book value of the assets of the Company invested, directly or indirectly, in Investments before deducting depreciation, bad debts or other non-cash reserves, computed by taking the average of such values at the end of each month during such period.

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