Common use of Allocated Values Clause in Contracts

Allocated Values. Buyer and Seller agree that the unadjusted Purchase Price is allocated among the Properties in the amounts set forth in Exhibit E. The “Allocated Value” for any individual property or group of properties valued together (such single property or group of properties valued together listed individually in Exhibit E, a “Property”) equals the portion of the unadjusted Purchase Price allocated to such Property on Exhibit E and such Allocated Value shall be used in calculating adjustments to the Purchase Price as provided herein. Buyer and Seller agree (a) that the Allocated Values, as adjusted, shall be used by Seller and Buyer as the basis for reporting Property values and other items for purposes of all federal, state and local tax returns, including Internal Revenue Service Form 8594 and (b) that neither they nor their Affiliates will take positions inconsistent with such Allocated Values in notices to Governmental Authorities, in audit or other proceedings with respect to taxes, in notices to holders of Preferential Rights or in other documents or notices relating to the transactions contemplated by this Agreement.

Allocated Values. Buyer and Seller agree that the unadjusted Purchase Price is allocated among the Properties Assets in the amounts set forth in Exhibit E. C. The “Allocated Value” for any individual property asset or group of properties assets valued together (such single property asset or group of properties assets valued together listed individually in Exhibit E, a C an “PropertyAsset”) equals the portion of the unadjusted Purchase Price allocated to such Property Asset on Exhibit E C and such Allocated Value shall be used in calculating adjustments to the Purchase Price as provided herein. Buyer and Seller agree (a) that the Allocated Values, as adjusted, shall be used by Seller and Buyer as the basis for reporting Property Asset values and other items for purposes of all federal, state and local tax returnsTax Returns, including without limitation Internal Revenue Service Form 8594 and (b) that neither they nor their Affiliates will take positions inconsistent with such Allocated Values in notices to Governmental Authorities, in audit or other proceedings with respect to taxesTaxes, in notices to preferential purchaser right holders of Preferential Rights or in other documents or notices relating to the transactions contemplated by this Agreement.