Allocation Matters. In connection with the RTO Migration, certain operating and other systems will require new configurations or new systems. The costs and expenses of such configurations or to implement such new systems will be paid by the applicable Utility OpCo. At the Effective Time, each Utility OpCo will transfer as part of the TransCo Transfer such operating and other systems so that, after taking into account the Ancillary Agreements entered into in connection with this Agreement, TransCo is capable of operating the Transmission Business. After the Separation Date any costs incurred in connection with the operation of the Transmission Business on a stand alone basis (i.e., after the expiration of the applicable Ancillary Agreement) shall be borne by TransCo or the applicable TransCo Sub.
Allocation Matters. For purposes of determining the U.S. federal income Tax consequences of the Transactions (including any amounts subject to the provisions of Section 751 of the Code in connection with the Grosvenor Class B-1 Sale (if any)), the parties agree to use any reasonable allocation of values among the assets of Grosvenor Capital and its Subsidiaries that is selected by Grosvenor Holdings. The parties agree to (and to cause their Affiliates to) file all of their Tax Returns consistent with any such values selected by Grosvenor Holdings.
Allocation Matters. For purposes of determining the U.S. federal (and applicable state and local) income Tax consequences of the Transactions, the parties agree to use any reasonable allocation of values among the assets of the VS Companies that is selected by Topco and VS PubCo together in good faith. The parties agree to (and to cause their Affiliates to) file all of their Tax Returns consistent with any such allocation of values selected by Topco and VS PubCo together in good faith, except as otherwise required pursuant to a final “determination” within the meaning of Section 1313(a) of the Code.
Allocation Matters. The parties shall use their best efforts to enter into an agreement (the "Allocation Agreement") as soon as possible after the final determination of the purchase price allocating the Purchase Price among the assets and liabilities of the Company. Buyer shall deliver to Seller a proposed Allocation Agreement within sixty (60) days after the signing of this agreement. If Seller has not objected to the proposed Allocation Agreement within thirty (30) days after receipt, such agreement shall be accepted and shall be the Allocation Agreement.
Allocation Matters. For purposes of determining the U.S. federal (and applicable state and local) income Tax consequences of the Transactions, the parties agree to use any reasonable allocation of values among the assets of the BT Companies that is selected by BT Assets and PubCo together in good faith. The parties agree to (and to cause their Affiliates to) file all of their Tax Returns consistent with any such allocation of values selected by BT Assets and PubCo together in good faith, except as otherwise required pursuant to a final “determination” within the meaning of Section 1313(a) of the Code.
Allocation Matters. With respect to Taxes of the Acquired Companies that are dependent on matters pertaining to any Straddle Period, the portion of any Tax that is allocable to the taxable period (or portion thereof) ending on the Closing Date (which Taxes shall, for the avoidance of doubt, be included in Indebtedness or Closing Working Capital notwithstanding that the calculation time for such amounts is 12:01 a.m. Central time on the Closing Date) will be: (i) in the case of property, ad valorem or similar Taxes, deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period, and (ii) in the case of all other Taxes, determined as though the taxable year of the Acquired Company or Companies terminated at the close of business on the Closing Date. For the avoidance of doubt, for purposes of determining liabilities with respect to Sections 706, 951, and 951A of the Code, the relevant liabilities shall be determined by assuming that the taxable period of each of the Subsidiaries of the Company ended as of the Closing Date (such that all Tax liabilities with respect to income of Subsidiaries that are classified as partnerships, and all Tax liabilities under Sections 951 and 951A of the Code, that are attributable to economic activity occurring on or before the Closing Date will be taken into account).
Allocation Matters. 22 Section 3.12 Post-Closing Transfers. ......................................................................................22 Section 3.13 Supplemental Upgrades......................................................................................23 Section 3.14
