Allocation of Cash Purchase Price. The Cash Purchase Price shall be allocated among the Acquired Assets and Assumed Liabilities for tax purposes in accordance with the allocation schedule to be agreed upon in writing by all Parties at or prior to Closing and attached as Schedule 2.7. The allocation, as shall be set forth on Schedule 2.7 at Closing, shall be binding for tax purposes on all Parties. All Parties hereby agree to timely file IRS Form 8594 based on the allocations set forth in Schedule 2.7.
Allocation of Cash Purchase Price. The allocation of the Cash Purchase Price among the Acquired Assets is set forth on Section 9.01 of the Seller Disclosure Letter (the “Asset Allocation”). Seller and Acquiror will not, and will cause their respective Affiliates not to, take a position in any forum that is inconsistent with the details set forth on the Asset Allocation, including taking an inconsistent position on any Tax Return, before any Taxing Authority, or in any action relating to any Tax, except as required by Law. Seller and Acquiror will file all federal, state, local and foreign Tax Returns in accordance with the Asset Allocation of the Seller Disclosure Letter. Seller and Acquiror will provide each other promptly (and no later than 90 days following the Closing Date) with any additional information necessary to complete any such filings.
Allocation of Cash Purchase Price. Schedule 2.2 sets forth the allocation of the Cash Purchase Price, Assumed Obligations, and any other items constituting consideration for applicable income Tax purposes (to the extent known at such time) among the Assets in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder. Seller and Purchaser agree to amend Schedule 2.2 to reflect adjustments to the Cash Purchase Price and to report the transactions contemplated by this Agreement consistently with Schedule 2.2, as adjusted by the Parties, on any Tax Return, including Internal Revenue Service Form 8594, and will not assert in connection with any Tax audit or other proceeding with respect to Taxes, any asset values or other items inconsistent with the amounts set forth on Schedule 2.2 except with the agreement of the other Parties or as required by applicable Law, provided that nothing in this Agreement shall prevent Purchaser or Seller from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of the allocation and neither Purchaser or Seller shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Authority challenging the allocation
Allocation of Cash Purchase Price. As soon as practicable after the Closing, the Purchasers shall provide to the Sellers for the Sellers’ review and approval (which approval shall not be unreasonably delayed, conditioned or withheld) a proposed allocation of the Purchase Price among the Purchased Properties for all purposes (including financial accounting and Tax purposes); provided that such allocations are consistent with Law (including financial reporting and Tax Law). The Parties covenant and agree that (a) such allocation will be determined in an arm’s length negotiation and none of the Parties shall take a position on any financial statements or Tax Return that is inconsistent with such allocation without the prior written consent of the other Parties or unless specifically required pursuant to a determination by an applicable Tax Authority; (b) they shall cooperate with each other in connection with the preparation, execution, and filing of all Tax Returns related to such allocation; and (c) they shall promptly advise each other in writing regarding the existence of any tax audit, controversy, or litigation related to such allocation.
Allocation of Cash Purchase Price. The allocation of the Cash Purchase Price shall be as set forth in SCHEDULE 0.6.7 of the Disclosure Schedule. The parties to this Agreement shall prepare and file all tax returns to be filed with any taxing authority in a manner consistent with that allocation and shall take no position inconsistent with that allocation, except in connection with a resolution of a tax dispute. If the allocation is disputed by a taxing authority, the party receiving notice
Allocation of Cash Purchase Price. The Parties shall allocate the Cash Purchase Price as follows:
Allocation of Cash Purchase Price. A description of the allocation of the Cash Purchase Price, as agreed to by Seller and Acquiror, is set forth in Section 8.01 of the Seller Disclosure Letter (the “Asset Allocation”). Seller and Acquiror will not, and will cause their respective Affiliates not to, take a position in any forum that is inconsistent with the allocation shown on Schedule 8.01, including taking an inconsistent position on any Tax return, before any Governmental Authority charged with the collection of any Tax or in any Action relating to any Tax. Seller and Acquiror will file IRS Form 8594 and all federal, state, local and foreign Tax returns in accordance with Schedule 8.01. Seller and Acquiror will provide each other promptly (and no later than 90 days following the Closing Date) with any additional information necessary to complete IRS Form 8594.
Allocation of Cash Purchase Price. Within 90 days after the finalization of the Closing Working Capital Statement, Acquiror will prepare and deliver to Seller an allocation of the Cash Purchase Price and the Assumed Liabilities among the Acquired Assets in accordance with Code Section 1060 and any similar provision of state, local, or non-U.S. Law as appropriate (the “Purchase Price Allocation”). Seller will timely and properly prepare, execute, file and deliver all such documents, forms and other information as Acquiror may reasonably request to prepare such Purchase Price Allocation. Seller will have thirty days to review and comment on the Purchase Price Allocation. If Seller does not provide written comments within thirty days of delivery of the Purchase Price Allocation, or if all disagreements are otherwise resolved between Seller and Acquiror, such Purchase Price Allocation will be final and binding on the Parties, and (i) Seller and Acquiror will not, and will cause their respective Affiliates not to, take a position in any forum that is inconsistent with such Purchase Price Allocation, including taking an inconsistent position on any Tax Return, before any Taxing Authority, or in any action relating to any Tax, except as required by Law, (ii) Seller and Acquiror will file IRS Form 8594 and all other Tax Returns in accordance with the Purchase Price Allocation, and (iii) Seller and Acquiror will provide each other promptly with any additional information necessary to complete IRS Form 8594. If Seller and Acquiror are not able to resolve all objections, then each of the Parties will allocate the Cash Purchase Price and the Assumed Liabilities among the Acquired Assets in the manner each such Party determines is appropriate.
Allocation of Cash Purchase Price. The Parties shall allocate the Cash Purchase Price as follows: Petroleum and Natural Gas Rights $ 216,000.00 Tangibles $ 53,990.00 Miscellaneous Interests $ 10.00 Total $ 270,000.00
Allocation of Cash Purchase Price. The parties shall agree to an allocation of the aggregate of the Cash Purchase Price and the Assumed Liabilities among the Purchased Assets in accordance with Section 1060 of the Code within 180 days following the Closing Date. Buyer shall initially prepare such allocations and deliver them to Seller within 120 days following the Closing Date. Such allocation shall be (a) based upon appraisal(s) prepared by independent firm(s) selected by Buyer and approved by Seller (such approval not to be unreasonably withheld or delayed), and (b) used by each party in preparing any filings required pursuant to Section 1060 of the Code or any similar provisions of state or local law and all relevant income and franchise tax returns. Seller shall have 30 days after receiving the allocations from Buyer to object to such allocations. Failure to object within such 30-day period shall be deemed approval by Seller of the allocations. Neither Buyer nor Seller will take any position before any taxing authority or in any judicial proceeding that is inconsistent with an agreed upon allocation without the prior consent of the other party. The parties shall in good faith exercise reasonable efforts to support such reported allocations in any audit proceedings initiated by any taxing authority. The cost and expenses of the appraisal(s) referred to above shall be borne by Buyer. Prior to the Closing, the parties shall agree upon a preliminary TCAS Asset Purchase Agreement allocation of the Cash Purchase Price to the Intellectual Property Assets. Such preliminary allocation shall be subject to adjustment, and shall be finalized within 180 days after the Closing Date, based on the appraisal(s) referred to above.
