Allocation of Aggregate Purchase Price. (a) The Aggregate Purchase Price (plus Assumed Liabilities to the extent properly taken into account under the Code), shall be allocated among the Purchased Assets and the Subleased Stores for Tax purposes in accordance with Section 1060 of the Code and the Treasury regulations promulgated thereunder (and any similar provision of state, local or foreign Law, as appropriate) (an “Allocation”). Buyers will present Seller with a proposed Allocation and Seller and Buyers will use reasonable best efforts, negotiating in good faith, to agree to an Allocation within 120 days after the applicable Closing Date; provided that nothing herein will require Seller and Buyer to agree to an Allocation.
(b) If the Aggregate Purchase Price is adjusted pursuant to Section 6.10, Section 9.5, Section 10.16 or Section 10.17, Buyers and Seller will each adjust the mutual Allocation or their respective Allocations, as applicable, as they deem appropriate, provided that if a mutual Allocation is reached, Seller and Buyers will use reasonable efforts, negotiating in good faith, to agree to consistent revision to the mutual Allocation.
(c) If a mutual Allocation is reached, Buyers and Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent with that mutual Allocation. If a mutual Allocation is reached, Buyers and Seller agree to (i) be bound by that mutual Allocation, (ii) act in accordance with that mutual Allocation for all financial reporting and Tax purposes (including filing IRS Form 8594 with their United States federal income Tax Return for the taxable year that includes the Closing Date and in the course of any audit, review or litigation), and (iii) take no position and cause their affiliates to take no position inconsistent with that mutual Allocation for Tax purposes, unless otherwise required by applicable Law or unless the other party consents thereto, which consent shall not be unreasonably withheld, conditioned or delayed. Not later than 30 days prior to the filing of their respective IRS Forms 8594 relating to this transaction, each Buyer and Seller shall deliver to the other party a copy of its IRS Form 8594.
(d) If a mutual allocation is reached, (i) each Buyer and Seller shall promptly notify the other in writing upon receipt of notice of any pending or threatened Tax audit or assessment challenging its Allocation and (ii) each Buyer and Seller shall promptly notify the other in writing of any pending or threatened Tax audits or...
Allocation of Aggregate Purchase Price. The Aggregate Purchase Price shall be allocated between the Acquired Interests and the WIFN Loan based on the percentages set forth on Schedule 4.1(c) and the parties agree to report the transactions contemplated in this Agreement in a manner consistent with such allocation in the preparation, filing and audit of any Tax Return.
Allocation of Aggregate Purchase Price. The allocation of the purchase price set forth in Section 2.4 above shall be as set forth on Schedule 2.5 attached hereto. Purchaser and the Company agree (a) to report the sale of the Purchased Assets for federal and state Tax purposes in accordance with the allocations set forth on Schedule 2.5 hereto and (b) not to take any position inconsistent with such allocations on any of their respective tax returns.
Allocation of Aggregate Purchase Price. The Purchase Price shall be -------------------------------------- allocated among the Purchased Assets as set forth on Schedule 2.5 attached ------------ hereto which allocation shall be in compliance with Section 1060 of the Internal Revenue Code and Regulations. Buyer and Sellers agree (i) to report the sale of the Purchased Assets for federal and state Tax purposes in accordance with the allocations set forth on Schedule 2.5 hereto and (ii) not to take any position ------------ inconsistent with such allocations on any of their respective tax returns.
Allocation of Aggregate Purchase Price. Of the Aggregate Purchase Price, an amount equal to the aggregate principal amount of, and accrued and unpaid interest on, the Intercompany Notes shall be allocated to the purchase of the Intercompany Notes; provided, that such amount shall in no event exceed the Aggregate Purchase Price. The balance of the
Allocation of Aggregate Purchase Price. For United States federal and applicable state income tax purposes, the Aggregate Purchase Price and all other capitalized costs shall be allocated among the Mid-Atlantic Stock and the assets of the other Companies and their Subsidiaries. In connection therewith, Buyer shall prepare and submit to the Sellers a proposed allocation of the Aggregate Purchase Price and all other capitalized costs among the Mid-Atlantic Stock and the assets of the other Companies and their Subsidiaries as soon as reasonably practicable after the Closing. Sellers shall approve and agree to the proposed allocation unless Sellers reasonably determine that the proposed allocation is improper. Each of Buyer and each of the Sellers agrees to file Internal Revenue Service Form 8594, and all federal, state, local and foreign tax returns, in a manner consistent with any such agreed upon allocation. Each of Buyer and each of the Sellers agrees to provide the others promptly with any information required to complete Form 8594. Buyer and the Sellers shall notify and provide the others with reasonable assistance in the event of an examination, audit or other proceeding regarding any allocation of the Aggregate Purchase Price agreed to pursuant to this Section 2.5.
Allocation of Aggregate Purchase Price. The parties shall allocate the Aggregate Purchase Price among this Agreement and the Equity Purchase Agreement in the manner specified in the Equity Purchase Agreement. ARTICLE III
Allocation of Aggregate Purchase Price. 8 3.6 Sales, Use and Other Taxes........................................................9 3.7 Title.............................................................................9 3.8
Allocation of Aggregate Purchase Price. EPC and CyberOptics agree to allocate the tangible Assets according to the stated values on the Inventory List attached at Exhibit H. The parties agree not to make a valuation or statement inconsistent with the valuations directed by the provisions of this Paragraph, for all income tax purposes or during the course of an audit.
Allocation of Aggregate Purchase Price. The parties agree to allocate the sum of the Aggregate Purchase Price, the ordinary course liabilities of the Restaurants acquired by each OpCo and any other items required to be taken into account for income tax purposes among the assets of the Restaurants, which allocations shall be made in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended, and the applicable the applicable Treasury Regulations promulgated thereunder.
