Allocation of Aggregate Purchase Price. No later than 30 Business Days prior to the anticipated Closing Date, Chemtura shall deliver to Purchaser, in writing, a proposed allocation of the Aggregate Purchase Price among the Equity Interests of the Transferred Entities and the Transferred Assets. For U.S. federal, state and local income tax purposes, such proposal will further allocate the Aggregate Purchase Price among the assets of any Transferred Entity that is treated as a disregarded entity for U.S. federal income tax purposes (other than such a Transferred Entity that is a subsidiary of a Transferred Entity that is not itself a disregarded entity) and references to Transferred Assets for purposes of this Section 2.4 shall include references to any assets of a Transferred Entity for which such further allocation is made, as the context requires. No later than the tenth Business Day following Purchaser’s receipt of such proposed allocation, Purchaser shall deliver to Chemtura, in writing, any good faith objections to such proposed allocation. If Purchaser does not deliver to Chemtura any such objections, the allocation proposed by Chemtura shall become final. If Purchaser delivers to Chemtura any such objections pursuant to this Section 2.4, the parties shall resolve any disagreements in accordance with the procedures set forth in Section 1.7(c), provided that the parties acknowledge and agree that, to the extent applicable, the provisions of Section 1060 of the Code shall govern the purchase of the Transferred Assets. In the event an adjustment to the Aggregate Purchase Price is made pursuant to Section 1.6 or otherwise under this Agreement (and any distributions, refunds and/or other payments are made in connection therewith), the allocation of the Aggregate Purchase Price shall be revised to allocate such adjustment to the Equity Interests of the Transferred Entities or Transferred Assets, as the case may be, based upon the item to which such adjustment is attributable. The parties acknowledge and agree that, to the extent any such adjustment to the Aggregate Purchase Price cannot be allocated to a specific asset or jurisdiction, and the parties cannot agree to a method to allocate such unallocated Aggregate Purchase Price, the parties shall resolve the issues in accordance with the procedures set forth in Section 1.7(c). To the extent permitted by Law, (a) the allocation described above shall be binding on the parties for U.S. federal, state, local, foreign and other Tax reporting purposes...
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 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 Aggregate Purchase Price shall be allocated between the Acquired Interests based on the percentages set forth on Schedule 4.2(f) 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. (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.
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 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. (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.
Allocation of Aggregate Purchase Price. 10 2.6 Sales, Use and Other Taxes............................... 10 2.7 Title.................................................... 10 2.8 [Reserved]............................................... 10 2.9
