Allocation of Acquisition Consideration. The Acquisition Consideration shall be allocated in a manner reasonably agreed upon by the Operating Partnership and Optionor. The Operating Partnership and Optionor agree to (i) be bound by the allocation, (ii) act in accordance with the allocation in the preparation of financial statements and filing of all tax returns and in the course of any tax audit, tax review or tax litigation relating thereto and (iii) take no position and cause their affiliates to take no position inconsistent with the allocation for income tax purposes.
Allocation of Acquisition Consideration. The Acquisition Consideration shall be allocated in a manner reasonably agreed upon by Optionee and Optionor. Optionee and Optionor agree to (i) be bound by the allocation, (ii) act in accordance with the allocation in the preparation of financial statements and filing of all tax returns and in the course of any tax audit, tax review or tax litigation relating thereto and (iii) take no position and cause their affiliates to take no position inconsistent with the allocation for income tax purposes.
Allocation of Acquisition Consideration. Buyer and Sellers agree to determine the amount of and allocate the Acquisition Consideration (and all other capitalizable costs) among the Assets for all tax purposes in a reasonable manner as calculated by Buyer (the “Allocation”). The Allocation shall be consistent with the provisions of Section 1060 of the Code and the Treasury Regulations thereunder and will be binding on the Buyer and Sellers for all Tax reporting purposes. Buyer shall deliver a draft of such Allocation prior to the Closing. If Sellers disagree with any items reflected on the draft Allocation so provided, Sellers shall notify Buyer of such disagreement and the reasons for so disagreeing, in which case Buyer and Sellers shall attempt in good faith to resolve the disagreement. If Buyer and Sellers cannot agree on a mutually acceptable Allocation after 30 days of good faith negotiations, each of Buyer and Sellers shall use its own allocation for all Tax purposes, and Buyer and Sellers shall not be bound by the provisions of this Section 3.6. Buyer and Sellers will each prepare an IRS Form 8594 in a timely fashion in a manner that conforms with the Allocation. Neither Buyer nor Sellers, nor any of their respective affiliates, shall take any position on any Tax Return or audit inconsistent with the Allocation unless required to do so by applicable law. To the extent the Acquisition Consideration is adjusted after the Closing Date, Buyer and Sellers will each revise their IRS Form 8594 in accordance with the above procedures. Each of the parties agrees to notify the other if the IRS or any other Taxing Authority proposes a reallocation of such amounts.
Allocation of Acquisition Consideration. The value of the --------------------------------------- Acquisition Consideration paid by Acquiror shall be allocated in the manner provided for in Schedule 4.2, which the parties acknowledge was prepared using ------------ the allocation methods and principles presented by Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code") and the Treasury Regulations promulgated thereunder. Any revisions shall be determined in accordance with the allocation methods and principles prescribed by Code Section 1060 and the Treasury Regulations promulgated thereunder, in a manner consistent with the initial allocations set forth on Schedule 4.2. ------------
Allocation of Acquisition Consideration. The parties agree that the purchase of the Membership Interests pursuant to this Agreement will be treated for U.S. federal and applicable state income Tax purposes as a purchase of the assets, and assumption of certain liabilities, of the Company. Within one-hundred-eighty (180) days after the Closing Date, Purchaser shall deliver to Seller a schedule allocating the Acquisition Consideration (including any liabilities of the Company treated as consideration for the assets of the Company for U.S. federal income Tax purposes) (the “Allocation Schedule”). The Allocation Schedule shall be prepared in accordance with Section 1060 of the Code. The Allocation Schedule shall be deemed final unless Seller notifies Purchaser in writing that Seller objects to one or more items reflected in the Allocation Schedule within thirty (30) days after delivery of the Allocation Schedule to Seller. In the event of any such objection, Seller and Purchaser shall negotiate in good faith to resolve such dispute; provided, however, that if Seller and Purchaser are unable to resolve any dispute with respect to the Allocation Schedule within thirty (30) days after the delivery of the Allocation Schedule to Seller, such dispute shall be resolved by the Independent Accounting Firm. The fees and expenses of the Independent Accounting Firm shall be borne equally by Seller and Purchaser. Seller and Purchaser agree to file their respective Internal Revenue Service Forms 8594 and all federal, state and local Tax Returns in accordance with the Allocation Schedule and not take any position inconsistent therewith except as otherwise required by final determination (as defined in Section 1313(a) of the Code or corresponding provision of state, local or foreign Legal Requirement) by a Governmental Body.
Allocation of Acquisition Consideration. The Acquisition Consideration shall be allocated in accordance with Exhibit 1.4(b) to be prepared by BUYER and SELLERS and attached to this Agreement and incorporated herein by reference prior to the Closing. BUYER and SELLERS agree that the Acquisition Consideration will be allocated to the Assets for all purposes (including tax and financial accounting) in a manner consistent with the fair market values set forth in Exhibit 1.4(b), as jointly determined by BUYER and SELLERS. BUYER and SELLERS shall file all tax returns (including amended returns and claims for refund) and information reports in a manner consistent with such allocation and no party shall take any position (whether in audits, tax returns or otherwise) that is inconsistent with such allocation unless required to do so by law.
Allocation of Acquisition Consideration. Intentionally omitted. The Registrant agrees to supplementally furnish a copy of this exhibit to the Securities and Exchange Commission upon request.
Allocation of Acquisition Consideration. The Sellers and Buyer shall, with respect to the transactions provided for in this Article I, prepare as soon as reasonably practical, and timely file Internal Revenue Service Form 8594 (the “Asset Acquisition Statement [**] denotes confidential treatment has been requested for the bracketed portion. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.
Allocation of Acquisition Consideration. Parent and BGB shall cooperate as provided herein in determining the allocation of the Acquisition Consideration and the liabilities of the Company among the assets of the Company. Parent shall initially determine such allocation and shall notify BGB in writing of the allocation so determined within sixty (60) days after the Closing. BGB shall be deemed to have accepted such determination unless BGB notifies Parent in writing of BGB’s proposed allocation within thirty (30) days after receipt of Parent’s proposed allocation. If BGB provides such notice to Parent, the parties shall proceed in good faith to determine mutually the matters in dispute. If they are unable to do so within thirty (30) days, the matter shall be referred to an appraisal firm chosen by and mutually acceptable to both Parent and BGB (the “Appraiser”). The decision of the Appraiser shall be binding on all parties. The Appraiser’s fees shall be shared equally by Parent, on one hand, and BGB, on the other hand. Neither Parent nor BGB shall take any position for tax purposes that is inconsistent with the final allocation determined hereunder unless such position would be inconsistent with a final non-appealable judgment which has been rendered in any judicial processing governing such position.
Allocation of Acquisition Consideration. At the Closing, the allocation of the Closing Consideration set forth in the Consideration Spreadsheet will comply with the Operating Agreement and applicable Law, will not result in any violation of any Contract between the Company on the one hand and any of the Securityholders, on the other hand. Immediately following the Closing, Buyer will be the sole record and beneficial holder of all issued and outstanding Company Securities or other rights to acquire or receive any Company Securities.
