Allocation of Closing Purchase Price. (a) On or prior to the Closing Date, Buyer and Sellers shall mutually agree upon a written statement (the “Statement of Allocation”) setting forth an allocation of the Closing Purchase Price (“Purchase Price Allocation”) (which for such purpose shall be increased by the amount of the liabilities assumed by Buyer). The Statement of Allocation shall include: (i) the assets to be purchased by each of Buyer LLC and Buyer NQ Sub; (ii) the portion of the Closing Purchase Price (whether cash or Units) that will be paid by or on behalf of Buyer LLC and Buyer NQ Sub to acquire the Acquired Assets, and (iii) an allocation of the portion of the Closing Purchase Price paid by or on behalf of each of Buyer LLC and Buyer NQ Sub (“Purchased Acquired Assets Allocation”) among each of the respective categories of Acquired Assets that are purchased. Buyer and Sellers agree that each of the allocations required to be prepared pursuant to this Section 1.8 shall be prepared in accordance with the provisions of Section 1060 of the Code, the Treasury Regulations promulgated thereunder and any similar provisions of state, local or foreign law, as applicable.
(b) All federal, state, local and foreign income Tax Returns of Sellers and Buyer shall be filed consistently with the information set forth on the Statement of Allocation. Moreover, Sellers and Buyer further agree to file IRS Form 8594 (and any corresponding form required to be filed by a state or local Taxing Authority) in a manner that is consistent with the Purchased Acquired Assets Allocation. Sellers and Buyer agree to promptly provide each other with any information necessary to complete such Tax Returns and IRS Form 8594 (and any corresponding form required to be filed by a state or local Taxing Authority). Sellers and Buyer shall not take any position on a Tax Return, tax proceeding or audit that is inconsistent with any information set forth on the Statement of Allocation.
(c) Sellers and Buyer, as applicable, agree that all “Book-Tax Disparities” (as such term is defined in the First Amended and Restated Limited Partnership Agreement of StoneMor Partners L.P.) on property acquired by Buyer for Units shall be eliminated through application of the principles of Treasury Regulation Section 1.704-3(d).
Allocation of Closing Purchase Price. The Closing Purchase Price shall be allocated in the following manner:
(a) At the Closing, Seller will deliver a schedule (the "Debt Schedule") identifying its indebtedness as of the Closing Date. Buyer shall deliver to and deposit with Seller that portion of the Cash Funds and the VDC Shares necessary to satisfy Seller's indebtedness to its creditors in the amounts and manner as set forth in the Debt Schedule. The Cash Funds and/or any and all VDC Shares delivered to Seller pursuant to this Section 3.3(a) shall be credited against and considered a part of the Closing Purchase Price and shall be held and distributed by Seller to the creditors (or provision shall be made for the ultimate distribution of such amounts and/or Shares to creditors upon the final resolution of any disputed amounts payable or claims against Seller) in accordance with the provisions of a further order of the Court.
(b) Seller shall retain the VDC Shares until such time as a disposition of such shares occurs to Seller's stockholders pursuant to a confirmed plan of reorganization providing for the issuance of the VDC Shares pursuant to the exemption set forth in Bankruptcy Code ss.1145, or an effective registration statement in accordance with the provisions of Section 7.6 hereof.
Allocation of Closing Purchase Price. The Purchase Price shall be allocated in accordance with Schedule 1.3 hereto which hereby amends and replaces Schedule 1.6 of the Purchase Agreement. Each of the parties shall timely file Internal Revenue Service Form 8594 in substantially the form attached hereto as Exhibit "B" which hereby amends and replaces Exhibit "E" to the Purchase Agreement.
Allocation of Closing Purchase Price. The parties agree that, in accordance with Section 2.5 of the Agreement, the Closing Purchase Price shall be allocated as set forth in Schedule VII hereto.
Allocation of Closing Purchase Price. The Consideration (and all other capitalizable costs) shall be allocated for all purposes (including financial accounting and Tax purposes) among the Acquired Assets purchased by Purchaser and the non-competition agreement set forth in §7.2 below in the manner set forth on the schedule attached hereto as Exhibit V which shall be binding on all Parties for all purposes, and the Parties agree that all Tax Returns filed by each of them shall be consistent with such schedule.
Allocation of Closing Purchase Price. Additional Covenants relating to Employees and Employee Benefits................44 7.6 Delivery of Property Received by Sellers or Purchasers After Closing............47 7.7 JAKKS Appointed Attorney for Sellers............................................47 7.8
Allocation of Closing Purchase Price. 16 3.3 Additions to Closing Purchase Price ................ 16 3.4 Payment of Post-Closing Adjustments ................ 19 3.5
Allocation of Closing Purchase Price. The Closing Purchase Price shall be allocated among the Assets being sold hereunder in the manner required by Treasury Regulations 1.1060-IT as reasonably determined by the Company. The Company will submit to ETG a proposed allocation (the "Allocation") within ninety (90) days from the Closing Date. The Company and ETG agree that: except as otherwise required by law (i) the Allocation shall be binding on the Company and ETG for all federal, state and local Tax (as defined herein) purposes, (ii) the Company and ETG shall each execute a writing memorializing the Allocation, and (iii) the Company and ETG shall file with their respective federal income Tax Returns consistent IRS Forms 8594-Asset Acquisition Statements under Section 1060, including any required amendment thereto which shall reflect the allocations set forth in the Allocation. The parties acknowledge that the allocation of the Closing Purchase Price provided for in the Allocation will be based upon the book value of each component of the Assets, up to $50,000 will be allocated to the non-competition agreements executed pursuant to Section 7.9 hereof and any remainder shall be allocated to goodwill.
Allocation of Closing Purchase Price. (a) On or prior to the Closing Date, Buyer and Seller shall mutually agree upon a written statement (the “Statement of Allocation”) setting forth an allocation of the Closing Purchase Price (“Purchase Price Allocation”) (which for such purpose shall be increased by the amount of the liabilities assumed by Buyer). The Statement of Allocation shall include: (i) the assets to be purchased by each of Ohio Management LLC, Buyer LLC and Buyer NQ Sub; (ii) the portion of the Closing Purchase Price that will be paid by or on behalf of Ohio Management LLC, Buyer LLC and Buyer NQ Sub to acquire the Acquired Assets, and (iii) an allocation of the portion of the Closing Purchase Price paid by or on behalf of each of Ohio Management LLC, Buyer LLC and Buyer NQ Sub (“Purchased Acquired Assets Allocation”) among each of the respective categories of Acquired Assets that are purchased. Buyer and Seller agree that each of the allocations required to be prepared pursuant to this Section 1.7 shall be prepared in accordance with the provisions of Section 1060 of the Code, the Treasury Regulations promulgated thereunder and any similar provisions of state, local or foreign law, as applicable.
Allocation of Closing Purchase Price. The Closing Purchase Price shall be allocated in its entirety among the Assets in a manner consistent with Schedule 2.2(d), as required by Section 1060 of the Code and Treasury Regulations promulgated thereunder and any applicable foreign law. Sellers and Purchasers shall file all required information and tax returns (and any amendments thereto) in a manner consistent with this Section 11.4 and comply with the information reporting requirements of Section 1060 of the Code and Treasury Regulations promulgated thereunder and any applicable foreign law. If, contrary to the intent of the parties hereto as expressed in this Section 11.4, any U.S. or foreign taxing authority makes or proposes an allocation different from that provided for under this Section 11.4, Sellers and Purchasers shall cooperate with each other in good faith to contest such taxing authority’s allocation (or proposed allocation); provided, however, that after consultation with the party adversely affected by such allocation (or proposed allocation), another party hereto may file such protective claims or returns as may reasonably be required to protect its interests.
