Allocation of Aggregate Consideration. (a) Within one hundred and twenty (120) days after the Closing Date, Buyer will provide to Seller its proposed allocation for tax purposes of the Aggregate Consideration (and all other capitalizable costs). The Aggregate Consideration shall be allocated among (i) the Purchased Assets, (ii) the termination of the 787 Supply Agreement and release of Claims and resolution of any and all rights and obligations owed to by each of Seller and Boeing to the other related to the 787 Supply Agreement pursuant to the Termination and Mutual Release Agreement, and (iii) the other rights granted by or agreements of Seller pursuant to the other Transaction Documents. The amount allocated to the Purchased Assets shall be set forth on IRS Form 8594 and any required exhibits thereto, prepared in accordance with Section 1060 of the Code (the “Allocation Statement”).
(b) Seller will review the Allocation Statement and, to the extent Seller in good faith disagrees with the content of the Allocation Statement, Seller will, within sixty (60) days after receipt of the Allocation Statement, provide written notice to Buyer of such disagreement or will be deemed to have indicated its concurrence therewith. Buyer and Seller will attempt in good faith to resolve any such disagreement. If Buyer and Seller are unable to reach a good faith agreement as to the content of the Allocation Statement within thirty (30) days after Buyer’s receipt of Seller’s written notice of disagreement, Buyer and Seller will each file its own IRS Form 8594 using its own allocation statement consistent with its own allocation of the Aggregate Consideration.
(c) If Seller and Buyer agree on the Allocation Statement or any modification thereof, Seller and Buyer will report the allocation of the total consideration among the Purchased Assets in a manner consistent with such Allocation Statement or modification and will act in accordance with such Allocation Statement in the preparation and timely filing of all Income Tax Returns (including Form 8594 with their respective federal Income Tax Returns for the taxable year that includes the Closing Date and any other forms or statements required by the Code, the IRS or any applicable Tax Authority). Seller and Buyer agree to promptly provide the other Party with any additional information and reasonable assistance required to complete Form 8594 or compute Income Taxes arising in connection with (or otherwise affected by) the transaction contemplated hereunder.
(d) Bu...
Allocation of Aggregate Consideration. The Aggregate Consideration represents the amount agreed upon by the parties to be the value of the Purchased Assets and the value of the noncompetition provisions set forth in Section 5.1 for Tax purposes, and the Aggregate Consideration will be allocated for Tax purposes among these rights and assets in a manner consistent with Section 1060 of the Code (and any similar provisions of state, local or foreign law, as appropriate), as set forth on Schedule 2.8. Each Party shall for Tax purposes (a) report the purchase and sale of these rights and assets in accordance with the allocation set forth on Schedule 2.8, and (b) take no position contrary thereto or inconsistent therewith, including but not limited to any Tax audit, Tax review or Tax litigation unless required to do so by applicable law. If there is an increase or decrease in consideration within the meaning of Section 1.1060-1(e)(1)(ii)(B) of the Treasury Regulations after the Parties have completed Schedule 2.8 or have filed their initial IRS Form 8594, the Parties shall allocate such increase or decrease in consideration as required by and consistent with Section 1060 and the applicable Treasury Regulations.
Allocation of Aggregate Consideration. The Aggregate Consideration shall be allocated among the Purchased Assets and covenant not to compete in accordance with the following table. The allocation should be based on the fair market value as set forth in the Closing Balance Sheet, to the extent applicable, or as reasonably determined by Buyer in consultation with Seller.
Allocation of Aggregate Consideration. Buyer shall deliver to Sellers an allocation for the Aggregate Consideration (and other amounts, including Assumed Obligations, taken into account as purchase price for Tax accounting purposes) among all the Broadcasting Assets and the noncompetition covenant (with respect to which the allocation shall be consistent with Schedule 2.2.3 hereto) in accordance with Section 1060 of the Code and any similar applicable provision of any other Governmental Authority. Assuming that such allocation complies with the preceding sentence, the allocation shall be deemed agreed upon by all parties. Buyer and Granite shall report, act and file Tax Returns (including, but not limited to, Internal Revenue Form 8594) in all respects and for all purposes consistent with such allocation. Neither Buyer nor Granite shall take any position (whether in audits, tax returns or otherwise) that is inconsistent with such allocation unless required to do by applicable Law. If any taxing authority makes or proposes to make an allocation in a manner that differs materially from that described in this Section 2.2.3, the parties each shall have the right, at each such party’s election and expense, to contest such taxing authority’s determination. In the event of such a contest, the other party agrees to cooperate reasonably with the contesting party but such other party shall have the right to file such protective claims or take such other actions as may reasonably be required to protect its interests.
Allocation of Aggregate Consideration. The parties hereby agree that they shall allocate the Aggregate Consideration (and other amounts, including Assumed Obligations, taken into account as purchase price for Tax accounting purposes) among the Broadcasting Assets and the noncompetition covenant contained in Section 18.1 in accordance with Schedule 2.2.2 hereto. Buyer and Granite will conform to the same allocation, and will utilize such allocation consistently for tax accounting purposes. Buyer and Granite shall report, act and file Tax Returns (including, but not limited to, Internal Revenue Form 8594) in all respects and for all purposes consistent with such allocation. Neither Buyer nor Granite shall take any position (whether in audits, tax returns or otherwise) that is inconsistent with such allocation unless required to do by applicable Law. If any taxing authority makes or proposes to make an allocation in a manner that differs materially from that described in this Section 2.2.2 the parties each shall have the right, at each such party’s election and expense, to contest such taxing authority’s determination. In the event of such a contest, the other party agrees to cooperate reasonably with the contesting party but such other party shall have the right to file such protective claims or take such other actions as may reasonably be required to protect its interests.
Allocation of Aggregate Consideration. The Buyer, the Sellers and the Principal Stockholders agree that on or before thirty (30) days after the Buyer has obtained an appraisal of the Purchased Assets, which appraisal the Buyer shall undertake in good faith to obtain no later than 90 days after the Closing Date, the parties shall allocate the Aggregate Consideration among the Purchased Assets in a manner consistent with such appraisal, subject to any adjustment to the Aggregate Consideration which shall be made pursuant to Section 3.2 hereof. The parties hereto acknowledge and agree that such allocation will reflect the respective fair market values of the Purchased Assets and that they will not take a position inconsistent with such allocation for federal, state, provincial or local Tax purposes.
Allocation of Aggregate Consideration. The allocation of the Closing Payment (as adjusted by the Net Worth Adjustment), the Assumed Balance Sheet Liabilities and the Earn-Out Payment, if any, among the Purchased Assets shall be made in accordance with the principles established on SCHEDULE 3.4, and Buyer and Seller agree to be bound by such allocation and to complete and attach Internal Revenue Service Form 8594 to their respective tax returns accordingly.
Allocation of Aggregate Consideration. Prior to the Closing, the Purchaser shall prepare an analysis and a proposed allocation of the Aggregate Consideration among the Purchased Assets (the “Proposed Price Allocation”) in a manner reasonably determined under the methods and principles required by Section 1060 of the Code, and the Treasury regulations promulgated thereunder. Within fifteen (15) days of receipt of the Proposed Price Allocation, the Company shall notify the Purchaser of any objection. If there is no objection, then the Purchaser and the Company agree that any and all Tax Returns filed with any taxing authority or other governmental entity shall be consistent with the Proposed Price Allocation. If the Company objects to the Proposed Price Allocation, the parties agree to use their prompt and good faith efforts to reach agreement on a revised price allocation (the “Revised Price Allocation”). Once agreement is reached on a Revised Price Allocation, then the Purchaser and the Company agree that any and all Tax Returns filed with any taxing authority or other governmental entity shall be consistent with the Revised Price Allocation. If the parties are unable to reach agreement on a Revised Price Allocation within fifteen (15) days of the Company’s objection to the Proposed Price Allocation, then the parties will mutually select an independent accounting firm to make a final and binding determination of the Aggregate Consideration allocation as the earliest date practicable. The cost of such independent accounting firm shall be borne equally by the Purchaser and the Company.
Allocation of Aggregate Consideration. The Buyer and the Seller shall each file with its federal income tax return for the tax year in which the Closing Date occurs, in accordance with Section 1060 of the Internal Revenue Code of 1986 (the "Code"), an Asset Allocation Statement on Form 8594, allocating to the Assets transferred on the Closing Date an amount equal to the Seller's tax basis of such assets on the Closing Date. The allocation shall be consistent with any statement of value set forth in the deeds to the US Real Property. Each party agrees not to assert, in connection with any tax return, tax audit or other similar proceeding, any allocation of the Aggregate Consideration which differs from the allocation set forth herein.
Allocation of Aggregate Consideration. The parties hereto agree to ------------------------------------- Execution Date (i) use their good faith efforts to agree upon an allocation of the Aggregate Consideration among the GRTV Assets within 30 days after the Execution Date (provided, however, that the parties hereby agree that in no event shall the amount be so allocated to depreciable personal property exceed the adjusted tax basis of such property as of the Effective Closing Date); (ii) to report the transactions contemplated hereby in accordance with the allocation agreed upon by the parties in computing their taxable income and otherwise in preparing and filing their tax returns for federal, state and local income tax purposes; and (iii) that, in the event any audit, proceeding, suit, action or investigation is brought against the other party before the Internal Revenue Service or any state, local or foreign counterpart, the United States Tax Court or any Federal or state court of competent jurisdiction, each will at all times use its commercially reasonable efforts to maintain and defend the reporting positions agreed on in this Agreement, and use its commercially reasonable efforts to obtain a settlement or resolution consistent with such position in any such proceeding.
