Allocation of Asset Purchase Price. The Asset Purchase Price set forth in the Restructure Agreement is hereby allocated among the Purchased Assets as follows: Description Fair Market Value Allocation ----------- ----------------- ---------- Class I Class II Class III Class IV Class V
Allocation of Asset Purchase Price. The Asset Purchase Price shall be allocated as set forth on the attached Schedule 2.5 or, if Schedule 2.5 is not attached hereto, as subsequently agreed by the parties. If the parties are unable to agree, such allocation shall be determined by independent certified public accountants selected by mutual agreement of the parties. Each party hereto agrees (a) to complete jointly and to file separately Form 8594 with its federal income tax return consistent with such allocation for the tax year in which the Closing occurs and (b) that it shall not take a position on any income, transfer, gains or other tax return, or before any Governmental Entity charged with the collection of any such Tax or in any judicial proceeding, that is in any manner inconsistent with the terms of any such allocation.
Allocation of Asset Purchase Price. Within sixty (60) days following the final determination of the Final Closing Net Working Capital, Purchaser shall provide to Seller a schedule allocating the Transaction Consideration and any Assumed Liabilities that are Liabilities for Tax purposes (collectively, the “Asset Purchase Price”) among the Purchased Assets (such schedule, the “Allocation Statement”). The Allocation Statement shall be prepared in accordance with the applicable provisions of the Code (including without limitation, Section 1060 of the Code) and the methodologies set forth on Exhibit G. The Allocation Statement shall be deemed final unless Seller notifies Purchaser in writing that Seller objects to one or more items reflected in the Allocation Statement within thirty (30) days after delivery of the Allocation Statement to Seller. In the event of any such objection, Purchaser and Seller shall negotiate in good faith to resolve such dispute; provided, however, that if Purchaser and Seller are unable to resolve any dispute with respect to the Allocation Statement within sixty (60) days after the delivery of the Allocation Statement to Seller, such dispute shall be submitted to and resolved by the Neutral Accountant; provided that the Neutral Accountant shall utilize the methodologies set forth on Exhibit G. The fees, costs and expenses of the Neutral Accountant shall be allocated to and borne by Purchaser and Seller based on the inverse of the percentage that the Neutral Accountant’s determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Neutral Accountant. Purchaser and Seller shall each file or cause to be filed its Tax Returns for its taxable year that includes the Closing Date (including, to the extent applicable, IRS Form 8594) in a manner consistent with the allocation set forth on the Allocation Statement, and (except as set forth below relating to a revised Allocation Statement) shall not take any position on any Tax Return or in the course of any Tax audit, review, or litigation inconsistent with the allocation provided in the Allocation Statement unless required by a determination of the applicable Governmental Body that is final. The Parties shall make appropriate adjustments to the Allocation Statement as a result of any adjustment to the Transaction Consideration (and accordingly, the Asset Purchase Price) pursuant to Article VI of this Agreement or otherwise. Each of Purchaser and Seller shall file o...
Allocation of Asset Purchase Price. The Asset Purchase Price shall be allocated for federal and state tax purposes in the manner specified in Exhibit 2.02, with such values being assigned after the completion of a physical inventory as of the Closing Date but no later than December 31, 2000. Each of the parties to this Agreement (a) acknowledges that such allocation complies with the requirements of Section 1060 of the IRC, and the regulations promulgated thereunder, and (b) shall file Form 8594 with its United States Federal Income Tax Return and any related or analogous filings required under any state laws, or otherwise, consistent with such allocation, for the tax year in which the Closing occurs.
Allocation of Asset Purchase Price. Seller and Buyer agree that (i) $10,000 of the Asset Purchase Price shall be allocable to the restrictive covenants and agreements as set forth in this Section 4.14, (ii) $10,000 of the Asset of Asset Purchase Price shall be allocated to the purchase of software included in the Subject Assets, and (iii) the balance of the Asset Purchase Price shall be allocated to the purchase of the remainder of the Subject Assets, including Seller’s rights under its customer agreements.
Allocation of Asset Purchase Price. The Asset Purchase Price shall be allocated amongst the Purchased Assets as determined by the Purchaser based on the Valuation. The Company and the Purchaser shall report the purchase and sale of the Purchased Assets in any Tax Returns in accordance with the aforesaid determination of the Purchaser.
Allocation of Asset Purchase Price. The Asset Purchase Price set forth in the Restructure Agreement is hereby allocated among the Purchased Assets as follows:
Allocation of Asset Purchase Price. As of December 31, 2009 (To be amended as of February 28, 2010) [need this info]
Allocation of Asset Purchase Price. Purchaser and Sellers agree that the Asset Purchase Price shall be allocated as set forth in Schedule 2.5. Buyer and Sellers will cooperate in the timely preparation of their respective IRS Forms 8594 in connection with the transactions contemplated by this Agreement, which shall reflect the above allocation of the Purchase Price.
Allocation of Asset Purchase Price. The Asset Purchase Price will be allocated by the Buyer among the Purchased Assets in the following manner: Rolling Stock $________________ Other Assets $________________ Goodwill $________________ Total $265,000. The Buyer and the Seller further agree to report this transaction for tax purposes in accordance with such allocation and to sign the Forms 8594 attached hereto as Exhibit 3.2 and file such forms with their respective income tax returns for the taxable year of reporting this transaction.
