Allocation of Aggregate Purchase Price. (i) The Sellers and Purchaser hereby agree to allocate the Aggregate Purchase Price and the Assumed Liabilities among the Purchased Assets in accordance with Section 1060 of the Code and file or cause to be filed in a timely fashion any information that may be required pursuant to regulations promulgated under the Code.
(ii) Within ninety (90) days after the Second Closing Date or, if the Second Closing does not occur, within ninety (90) days after the First Closing Date, the Sellers shall prepare and deliver to Purchaser a schedule (an “Allocation Schedule”) allocating the sum of the Aggregate Purchase Price (as may be adjusted under Section 2.04) and the Assumed Liabilities among the Purchased Assets, in such amounts reasonably determined by the Sellers to be consistent with Section 1060 of the Code and the regulations thereunder.
(iii) Purchaser shall have a period of forty-five (45) days after the delivery of the Allocation Schedule (the “Response Period”) to present in writing to the Sellers notice of any objections Purchaser may have to the allocations set forth therein (an “Allocation Objections Notice”). Unless Purchaser timely objects, such Allocation Schedule shall be binding on the Parties without further adjustment, absent manifest error.
(iv) If Purchaser shall raise any objections within the Response Period, the Sellers and Purchaser shall negotiate in good faith and use their reasonable best efforts to resolve such dispute. If the Parties fail to agree within fifteen (15) days after the delivery of the Allocation Objections Notice, then the disputed items shall be resolved in accordance with the mechanics applicable under Section 2.04.
(v) For all Tax purposes, Purchaser and the Sellers agree to report the Transactions in a manner consistent with the terms of this Agreement, and that none of them will take any position inconsistent therewith in any Tax Return.
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. 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. 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. 8 3.6 Sales, Use and Other Taxes........................................................9 3.7 Title.............................................................................9 3.8
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. The Purchase Price shall be allocated among the Assets as set forth in the Adjusted Closing Balance Sheet (as defined in Section 2.3(a) below), which allocation the parties agree are in compliance with Section 1060 of the Internal Code and Regulations. Buyer and Seller agree (i) to report the sale of the Assets for federal and state tax purposes in accordance with the allocations set forth in the Adjusted Closing Balance Sheet and (ii) not to take any position inconsistent with such allocations on any of their respective tax returns.
Allocation of Aggregate Purchase Price. The Aggregate Purchase Price shall be allocated among the Assets as set forth in the Schedule of Assets. The portion of the Aggregate Purchase Price allocable to the Assets being purchased and sold at a Closing is sometimes referred to as the "Purchase Price". Adjustment of Purchase Price ---------------------------- The Purchase Price with respect to the Assets to be purchased at each Closing shall be adjusted by (a) subtracting therefrom an amount equal to the aggregate amount of all cash received under the applicable Leases, including payments of casualty or stipulated loss values, early termination values and other amounts received by Seller, on or after September 1, 2000 and (b) adding thereto interest at the rate of (i) ten percent (10%) per annum through December 1, 2000 and (ii) eight percent (8%) thereafter, in each case on the balance of the Purchase Price, as adjusted from time to time in accordance with this Section 3.3, outstanding from September 1, 2000 to the applicable Closing Date. Payment ------- At each Closing, Purchaser shall pay to Seller the Purchase Price by wire transfer of immediately available funds in US dollars to an account or accounts designated by Seller in writing. Arrangement Fee --------------- At each Closing, Cheyenne shall be responsible for the payment of an arrangement fee (the "Arrangement Fee") to Spinnaker Capital Corporation in an amount equal to the product of (a) Two Hundred Twenty-Five Thousand Dollars ($225,000) multiplied by (b) a fraction, the numerator of which shall be the Purchase Price of the Assets being purchased and sold at such Closing exclusive of any interest added thereto pursuant to Section 3.3 hereof, and the denominator of which shall be the Aggregate Purchase Price exclusive of any such interest. and The Sale Parties and Genesee jointly and severally agree to indemnify and hold Purchaser harmless from and against any and all Claims resulting or arising from any failure or breach by Cheyenne of its obligation under this Section 3.5.