Agreed Tax Treatment and Tax Allocation Sample Clauses

Agreed Tax Treatment and Tax Allocation. (v) The Parties agree for U.S. federal (and applicable U.S. state and local) Tax purposes to treat the sale and purchase of all of the Equity Interests of the Company pursuant to this Agreement as a taxable purchase and sale of all of the Company Group Assets by Seller to a corporate subsidiary of Buyer and an assumption by the corporate subsidiary of Buyer of all of the liabilities of the Company Group (the “Agreed Tax Treatment”).
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Agreed Tax Treatment and Tax Allocation. (a) The Parties agree that for U.S. federal Tax purposes (and applicable U.S. state and local Tax purposes that follow such treatment) (clauses (i) through (iii), the “Agreed Tax Treatment”):
Sample 1
Agreed Tax Treatment and Tax Allocation. In reliance upon the representations and warranties of the Securityholders and the Company regarding the Company, including, for the avoidance of doubt, Sections 5.31(v) and 5.31(x), the Parties agree that, for U.S. federal (and conforming U.S. state and local) income Tax purposes, the transactions contemplated by this Agreement shall be treated consistent with IRS Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2), including that: (i) with respect to Buyer, Buyer is treated as acquiring the Company assets and (ii) with respect to the Securityholders, the Securityholders are treated as selling the Company Securities (such Tax treatment, the “Agreed Tax Treatment”), and the Parties will not file (or fail to file) any Tax Return or otherwise take any position with respect to Taxes that is inconsistent with the Agreed Tax Treatment as finally determined, except to the extent required by a final “determination” pursuant to Section 1313 of the Code (or a similar determination under U.S. state or local or non-U.S. Tax Law). Within sixty (60) days of the final determination of the Post-Closing Adjustment Statement as provided in Section 3.1(c), Buyer shall provide to the Securityholder Representative a schedule allocation of the Acquisition Consideration and any other amounts properly treated as consideration for U.S. federal income Tax purposes among the Company’s assets and the Non-Competition Agreements in accordance with Sections 751 and 1060 of the Code and the Treasury Regulations thereunder (the “Asset Allocation Schedule”). Buyer and the Securityholder Representative shall negotiate in good faith and use their commercially reasonable efforts to resolve any dispute with respect to the Asset Allocation Schedule within thirty (30) days after the Securityholder Representative’s receipt of the draft Asset Allocation Schedule (or such longer period as they may mutually agree). If Buyer and the Securityholder Representative reach a written agreement with respect to the Asset Allocation Schedule, the Asset Allocation Schedule shall be revised to take into account any subsequent adjustments to the Acquisition Consideration or any other amounts properly treated as consideration for U.S. federal income Tax purposes in the manner consistent with Sections 751 and 1060 of the Code and the Treasury Regulations thereunder, and the Parties will not file (or fail to file) any Tax Return or otherwise take any position with respect to Taxes that is inconsistent with the Asse...
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Related to Agreed Tax Treatment and Tax Allocation

  • Intended Tax Treatment Notwithstanding anything to the contrary herein or in any other Transaction Document, all parties to this Agreement covenant and agree to treat each Loan under this Agreement as debt (and all Interest as interest) for all federal, state, local and franchise tax purposes and agree not to take any position on any tax return inconsistent with the foregoing.

  • Income Tax Allocations (a) Except as provided in this Section 4.3, each item of income, gain, loss and deduction of the Company for federal income tax purposes shall be allocated among the Members in the same manner as such items are allocated for Capital Account purposes under Section 4.1 and Section 4.2.

  • Tax Allocation Within thirty (30) days following the Closing, Buyer shall prepare or cause to be prepared and shall deliver to Seller a draft allocation of the Base Purchase Price as adjusted pursuant to Section 3.3, prepared in accordance with Section 1060 of the Code and the Treasury Regulations issued thereunder (and any similar provision of state, local or foreign law, as appropriate) (each such allocation, a “Purchase Price Allocation”). Within ten (10) days after the receipt of such draft Purchase Price Allocation, Seller will propose to Buyer in writing any objections or proposed changes to such draft Purchase Price Allocation (and in the event that no such changes are proposed in writing to Buyer within such time period, Seller will be deemed to have agreed to, and accepted, the Purchase Price Allocation). In the event of objections or proposed changes, Buyer and Seller will attempt in good faith to resolve any differences between them with respect to the Purchase Price Allocation, in accordance with requirements of Section 1060 of the Code, within ten (10) days after Buyer’s receipt of a timely written notice of objection or proposed changes from Seller. If Buyer and Seller are unable to resolve such differences within such time period, then any remaining disputed matters will be submitted to an independent accounting firm, the identity of which shall be agreed upon by Buyer and Seller each acting reasonably, for resolution. Promptly, but by no later than ten (10) days after submission to it of the dispute(s), the independent accounting firm will determine those matters in dispute and will render a written report as to the disputed matters and the resulting allocation, which report shall be conclusive and binding upon the Parties. The fees and expenses of the independent accounting firm in respect of such report shall be paid one-half by Buyer and one-half by Seller. Buyer and Seller shall report, act, and file in all respects and for all Tax purposes (including the filing of Internal Revenue Service Form 8594) in a manner consistent with such allocations set forth on the Purchase Price Allocation so finalized, and shall take no position for Tax purposes inconsistent therewith unless required to do so by applicable law. Buyer and Seller shall reasonably cooperate in the preparation, execution and filing and delivery of all documents, forms and other information as the other Party may reasonably request to assist in the preparation of any filings relating to the allocation, pursuant to this Section 3.5.

  • Tax Allocations Code Section 704(c).

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