Allocation of Company Merger Consideration. The Company Parties and the Buyer Parties shall use commercially reasonable efforts to agree, prior to the Closing Date, upon an allocation of the Company Merger Consideration among the real property and the various items of personal property and intangible property owned by the Company and the various Owners of the Hotels (and, in the case of personal property owned by a “taxable REIT subsidiary,” the stock of the “taxable REIT subsidiary”). If the Company Parties and the Buyer Parties agree on the allocation of the Company Merger Consideration, the Exhibit of allocations shall be attached hereto as Exhibit A, and each party agrees to file federal, state and local tax returns consistent with such allocations agreed upon between the parties. If the Company Parties and the Buyer Parties do not agree on the allocation of the Company Merger Consideration, each party shall file federal, state and local tax returns based on each party’s own determination of the proper allocations of the Company Merger Consideration, each bearing its own consequences of any discrepancies.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Inland American Real Estate Trust, Inc.), Agreement and Plan of Merger (Inland American Real Estate Trust, Inc.), Agreement and Plan of Merger (Inland American Real Estate Trust, Inc.)
