Allocation of Final Purchase Price. No later than 120 days after the Closing Date, Buyer shall deliver or cause to be delivered to Seller a proposed allocation of the Purchase Price (and other amounts treated, for U.S. federal income Tax purposes and applicable state, local, and foreign Tax purposes, as consideration paid by Buyer to Seller pursuant to this Agreement) among the Acquired Assets, which allocation shall be determined in a manner consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder and the methodologies provided in Section 2.5 of the Disclosure Schedules (the “Allocation Methodology”). The Parties shall cooperate in good faith to resolve any disputed items with respect to such proposed allocation and, if the Parties cannot resolve such disputed items following such cooperation, the Parties shall engage the Dispute Resolution Firm to determine the final resolution with respect to such disputed items. The Dispute Resolution Firm shall act as an expert and not an arbitrator and shall promptly resolved the disputed items in a manner consistent with the principles set forth in the Allocation Methodology. All fees and expenses of the Dispute Resolution Firm shall be borne equally by the Parties. The allocation as agreed by the Parties or as determined by the Dispute Resolution Firm, as the case may be (the “Final Purchase Price Allocation”), shall be conclusive and binding on the Parties hereto for U.S. federal, state, local and non-U.S. Tax purposes as provided herein, and all Parties and their respective Affiliates agree to file all Tax Returns, including IRS Form 8594 and any reports required to be filed under Section 1060 of the Code consistent with the Final Purchase Price Allocation, and none of the Parties or their respective Affiliates will take any Tax position (whether in Tax Returns, before any Governmental Entity charged with the collection of income Tax, or in any judicial proceeding) that is inconsistent with the Final Purchase Price Allocation, unless required to do so by applicable Law.
Allocation of Final Purchase Price. (a) Sellers and Purchaser shall allocate the Initial Purchase Price among the Companies as set forth on Schedule 2.5. Within 30 days following (i) the determination of the Working Capital Adjustment, or (ii) the making of an indemnification payment pursuant to Article IX or (iii) the making any payment pursuant to Section 2.6, Sellers and Purchaser shall revise the purchase price allocation to reflect such payments in accordance with the nature of each such adjustment.
(b) Neither Sellers, Purchaser nor any of their respective Affiliates shall file any Tax Return or other document or otherwise take, or agree to take, any position on any Tax Return which is inconsistent with the allocation determined pursuant to this Section 2.5, unless otherwise required by Law.
Allocation of Final Purchase Price. The Final Purchase Price shall be allocated in accordance with Section 6.18.2.
Allocation of Final Purchase Price. The purchase price, as properly determined for U.S. Federal income tax purposes, shall be allocated in its entirety among the Included Assets, the Licensed Intellectual Property and the covenant not to compete set forth in Section 5.5 in accordance with Section 1060 of the Code and any similar provision of state, local or foreign law, as applicable. Prior to Closing, Buyer and Seller shall use commercially reasonable efforts to tentatively agree on an Allocation Schedule (the “Initial Allocation Schedule”) setting forth that portion of the purchase price (i) to be allocated to the Canadian Seller for the Canadian Included Assets (including inventory, approximately four employees and certain specified contracts), (ii) to be allocated to Seller and each of its U.S. Affiliates that is selling assets hereunder for the Included Assets, the Licensed Intellectual Property and the covenant not to compete set forth in Section 5.5 (other than the Canadian Included Assets), and (iii) to be paid by Buyer and each of its Affiliates intending to purchase assets hereunder. Buyer shall prepare and deliver to Seller a tentative updated allocation schedule within one hundred eighty (180) days after the Closing Date (the “Tentative Final Allocation Schedule”). Buyer agrees to share the underlying valuation and methodology of the Tentative Final Allocation Schedule with Seller and consider in good faith any views or comments of Seller in revising the Tentative Final Allocation Schedule. Buyer will provide to Seller any revised Tentative Final Allocation Schedule promptly after receiving such views or comments of Seller (if any). The Tentative Final Allocation Schedule, as so revised, shall be the final allocation schedule (the “Final Allocation Schedule”) unless Seller believes that the Tentative Final Allocation Schedule, as so revised, is substantially and materially incorrect and provides notice of such disagreement within 30 days after receipt of such revised Tentative Final Allocation Schedule from Buyer. If Seller provides such notice, neither party shall be bound by the Initial Allocation Schedule or the Tentative Final Allocation Schedule and Buyer and Seller shall cooperate in good faith to resolve such dispute and agree upon an allocation schedule, which shall be the Final Allocation Schedule. Buyer and Seller agree to file all income Tax Returns (including, without limitation, IRS Form 8594) consistent with the Final Allocation Schedule unless otherwise required by...
Allocation of Final Purchase Price. (a) The Parties agree that for U.S. federal Income Tax, Buyer’s purchase of the Membership Interests shall be treated by Buyer and Seller as a purchase and sale of the Company’s assets subject to its liabilities, (b) Buyer and Seller shall cooperate to determine, in accordance with all applicable Treasury Regulations promulgated under Section 1060 of the Code, the sales prices of the assets deemed sold and purchased hereunder. No later than Closing, Buyer and Seller shall agree on a preliminary determination of the sales prices, which shall be based on the Initial Purchase Price and the Company’s liabilities that the Parties expect will be included in the amount realized for United States federal Income Tax purposes on the deemed sale of the Company’s assets. Buyer shall propose (subject to Seller’s review and comment) the preliminary determination to Seller no later than five (5) Business Days before the Closing Date, and once agreed upon, the preliminary determination shall be attached to this Agreement as Schedule 2.
Allocation of Final Purchase Price. Seller shall allocate the Final Purchase Price between the Purchased Shares of OneBeacon Insurance and Potomac Insurance (the “Share Consideration”) and deliver to Purchaser a schedule setting forth the Share Consideration within thirty (30) days after the determination of the Final Purchase Price pursuant to Section 2.3 (the “Purchase Price Allocation Schedule”). If within twenty (20) days of receipt of the Purchase Price Allocation Schedule, Purchaser notifies Seller in writing that Purchaser objects to one or more items reflected on the Purchase Price Allocation Schedule, Seller and Purchaser shall negotiate in good faith to resolve such dispute. If Seller and Purchaser fail to resolve any such dispute within fifteen (15) days of Seller’s receipt of Purchaser’s notice, the parties shall submit the dispute for resolution to the Independent Accountant, and the Independent Accountant’s resolution of the dispute shall be final and binding on both parties and shall be deemed to amend the Purchase Price Allocation Schedule. Notwithstanding the foregoing, the parties agree that in no event shall the Purchase Price Allocation Schedule allocate to either OneBeacon Insurance or Potomac Insurance a Share Consideration of less than zero. The Share Consideration (together with assumed liabilities, if any) will be used in determining the “aggregate deemed sales price” (as defined in Treasury Regulation section 1.338-4) (the “ADSP”) and the “adjusted gross-up basis” (as defined in Treasury Regulation section 1.338-5) (“AGUB”) for the Section 338(h)(10) Election, which shall be allocated among the assets of OneBeacon Insurance, in accordance with Treasury Regulation section 1.338-6 and section 1.338-7. Seller shall determine the ADSP and AGUB and deliver to Purchaser such calculation and an allocation of the ADSP and AGUB among the assets of OneBeacon Insurance within ninety (90) days after the parties have determined a final Purchase Price Allocation Schedule (the “338 Allocation Schedule”). The 338 Allocation Schedule shall be subject to the dispute resolution mechanics described above with respect to the Purchase Price Allocation Schedule. The allocation of the 338 Allocation Schedule, as agreed upon by Purchaser and Seller or determined by the Independent Accountant shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the 338 Allocation Schedule, except that th...
Allocation of Final Purchase Price. 17 Section 2.6. Assignment of Acquired Assets. 18 Section 2.7. Leaseback 19 Section 2.8. Withholding 19
Allocation of Final Purchase Price. (a) No later than 120 days after the date of this Agreement, Purchaser shall deliver to the Company a statement (the “Allocation Statement”) allocating the Purchase Price (including any Assumed Liabilities), for U.S. federal, state and local Tax purposes among the Transferred Assets on a separate basis in accordance with Section 1060 of the Code, the Treasury Regulations promulgated thereunder and any similar provision of state, local or foreign Law, as applicable.
(b) The Allocation Statement proposed by Purchaser shall be based on values determined by an independent appraisal of the Transferred Assets. To the extent agreed upon by the Company and Purchaser, except as otherwise required by Law, the proposed Allocation Statement shall be used solely for purposes of filing any applicable Tax forms and all Tax Returns filed by each of the Company and Purchaser; provided that, the Company acknowledges that Purchaser may use a different allocation for financial reporting purposes. For the avoidance of doubt, if the parties are unable to resolve any differences regarding the proposed allocation each party shall be free to adopt its own allocation. The Company and Purchaser agree to promptly provide each other with any other information required to complete any applicable Tax forms and Tax Returns.
Allocation of Final Purchase Price. (a) Seller and Purchaser agree that the Purchase Price is allocated to the Assets in accordance with attached Exhibit "A". Seller and Purchaser acknowledge that (i) the allocations set forth on Exhibit "A" were made taking into account the adjustments to the Purchase Price arising out of the sale of the Marketable Securities, the Municipal Bonds and the Airport Leasehold and the exclusion of the Municipal Bonds described in Paragraph 4 of this Amendment and assuming the exclusion of the RSE Partnership Interests and the Oil and Gas Interests; but (ii) the allocations do not reflect adjustments or credits to the Purchase Price as the result of subsequent events and the application of the provisions of the Acquisition Agreement. To the extent that there are adjustments or credits to the Purchase Price, such adjustments or credits shall be reflected as adjustments to the allocations on Exhibit "A" as determined by Purchaser. The allocations contained in Exhibit "A," as adjusted pursuant to the preceding sentence, shall be binding on Seller and Purchaser. As used in this Amendment "Allocation Schedule" means the allocation of the Final Purchase Price as determined in accordance with the provisions of this paragraph 5.
Allocation of Final Purchase Price. (a) Sellers and Purchaser agree to allocate the portion of the Initial Purchase Price set forth in Section 2.1(i) among the Companies as set forth on Schedule 2.5. Within thirty (30) days following (i) the determination of the Adjustment Amount or (ii) an indemnification payment made pursuant to Article X, in each case, Sellers and Purchaser shall revise the purchase price allocation to reflect the adjustments provided for in Sections 2.1(ii) through (iv) and the Adjustment Amount, on the one hand, or such indemnification payment, on the other hand, in accordance with the nature of each such adjustment.
(b) Neither Sellers, Purchaser nor any of their respective Affiliates shall file any Tax Return or other document or otherwise take, or agree to take, any position on any Tax Return which is inconsistent with the allocation determined pursuant to this Section 2.5, unless otherwise required by Law.
