Allocation of Purchase Consideration. The Purchase Price, as finally determined pursuant to Section 2.5 and the liabilities of the Partnership and the Subsidiaries attributable to the Purchased Interests (together, the "Purchase Consideration") shall be allocated among the portions of the Partnership Assets attributable to the Purchased Interests in an allocation agreement (the "Allocation Agreement") to be prepared in accordance with the rules under Sections 743(b), 751, 755 and 1060 of the Code. The parties agree that the Purchase Consideration shall be allocated among the Partnership Assets by allocating an amount to the tangible assets of the Partnership and the Subsidiaries equal to the portion of the book value for financial statement purposes of such tangible assets attributable to the Purchased Interests and the remainder to the System Franchises of the Partnership and the Subsidiaries. Buyer shall deliver a draft of the Allocation Agreement to the General Partner, in its capacity as the representative of the Sellers, within thirty (30) days after a final determination is reached pursuant to Section 2.5 for approval and consent, and Buyer and the General Partner, in its capacity as the representative of the Sellers, shall mutually agree upon the Allocation Agreement. Neither Buyer nor any of the Sellers shall unreasonably withhold its approval and consent with respect to the Allocation Agreement. Unless otherwise required by applicable law, Buyer, Sellers, the Partnership and the Subsidiaries agree to act, and cause their respective affiliates to act, in accordance with the computations and allocations contained in the Allocation Agreement in any relevant Tax Returns or similar filings (including any forms or reports required to be filed pursuant to Section 1060 of the Code ("1060 Forms")), to cooperate in the preparation of any 1060 Forms, to file such 1060 Forms in the manner required by applicable law and to not take any position inconsistent with such Allocation Agreement upon examination of any tax refund or refund claim, in any litigation or otherwise.
Allocation of Purchase Consideration. The Purchase Consideration and the Assumed Liabilities and Obligations shall be allocated among the Purchased Assets and the restrictive covenants set forth in Section 5.4 as reasonably determined jointly by Seller and Purchaser after the Final Closing Working Capital is determined and Purchaser has obtained from the Valuation Consultant a valuation of the Purchased Assets, the Assumed Liabilities and Obligations and the restrictive covenants set forth in Section 5.4 ("Purchase Consideration Allocation"). The Purchaser shall advise Seller in writing of the proposed Purchase Consideration Allocation within thirty (30) days after the Final Closing Working Capital is determined and the foregoing independent third party valuation is completed. Following receipt of the proposed Purchase Consideration Allocation, Purchaser and Seller shall work in good faith to agree on the final Purchase Consideration Allocation. Any disputes regarding the Purchase Consideration Allocation which are not resolved by the Parties within thirty (30) days shall be submitted to the Independent Accountant for resolution (in accordance with and subject to the same terms as set forth in Section 2.8(e) with respect to resolution of Unresolved Closing Working Capital Disputed Items) and the Independent Accountant's determination shall be final and binding on, and non-appealable by, the Parties. Seller and the Purchaser shall prepare Internal Revenue Service Form 8594 for the taxable year that includes the Closing Date in accordance with the requirements of Section 1060 of the Code and the Purchase Consideration Allocation, and shall timely file or cause to be timely filed with the IRS such Form 8594. Seller and the Purchaser shall prepare their respective federal, state, and local tax returns and reports employing the Purchase Consideration Allocation and shall not take a position in any Tax Proceeding or otherwise that is inconsistent with the Purchase Consideration Allocation, except that nothing contained in this Agreement shall require Seller or Purchaser to contest, beyond the exhaustion of its administrative remedies before any Tax Authority, and Seller and Purchaser shall not be required to litigate before any court, including the United States Tax Court, any proposed deficiency or adjustment by any Tax Authority that challenges the Purchase Consideration Allocation. Seller and the Purchaser shall give prompt notice to each other of the commencement of any Tax Proceeding or the ass...
Allocation of Purchase Consideration. The Purchase Consideration shall be allocated among the Assets in such manner as Uroplasty shall reasonably specify in writing at Closing.
Allocation of Purchase Consideration. The Purchase Consideration and the liabilities assumed by PATI pursuant to Section 2.1 and Section 2.2 shall be allocated for Tax reporting purposes in the manner set forth on Schedule 2.4 for all purposes, including the filing of any Tax Returns.
Allocation of Purchase Consideration. Between the date hereof and the Closing, the parties will endeavor to agree on an allocation, and to be bound by such allocation of, the Purchase Price plus the Assumed Liabilities among the Transferred Assets for all purposes (including financial accounting and Tax purposes) in accordance with Section 1060 of the Code, based on the fair market value of the Transferred Assets (the “Allocation”). If such an allocation is agreed, the parties shall file all Tax Returns (including, without limitation, IRS Form 8594, any additional information return required to be filed pursuant to Section 1060 of the Code, and any comparable form under state, local or foreign Tax Law) in a timely manner and consistent with such Allocation, and each party agrees to notify the other party in the event that any Governmental Authority takes or proposes to take a position for Tax purposes that is inconsistent with the Allocation, and not later than 30 days prior to the filing of their respective forms, each Party shall deliver to the other Party a copy of any information required to be furnished to the Secretary of the Treasury under Code Section 1060.
Allocation of Purchase Consideration. Subject to any post-Closing adjustments required by Section 2.5 hereof, the parties to this Agreement shall initially allocate the Purchase Consideration among the Assets and associated goodwill, which allocation will be based upon the following categories: Accounts Receivable & prepaid expenses $ * Inventory $ * Equipment $ * Goodwill $ * Total ($2,750,000 + Assumed Liabilities) $ 3,769,000 The figures above are preliminary and based upon the Base Value Balance Sheet and will be updated after Closing (but not later than the close of the Valuation Review Period) based upon the Closing Date Balance Sheet and adjustments, if any, made in accordance with Section 2.5 hereof. The parties agree to file any and all applicable tax returns and other required related tax schedules in accordance with such allocation and Section 1060 of the Internal Revenue Code and will not adopt or otherwise assert tax positions inconsistent therewith. Purchaser and Seller shall each prepare and file its Form 8594 for the taxable year in which the Closing takes place, consistent with the requirements set forth in this Section 2.4.
Allocation of Purchase Consideration. The Purchase Consideration shall be allocated among the Purchased Assets in a manner set forth in Schedule 3.
Allocation of Purchase Consideration. Parent, the Members and Buyer shall agree prior to the Closing Date to an allocation of the Initial Purchase Consideration and the Contingent Purchase Consideration among the assets of the Company. For purposes of the allocation to be agreed upon pursuant to this Section 8.9, other than amounts allocable to assets reflected on the Adjustment Amount Balance Sheet, the Initial Purchase Consideration and the Contingent Purchase Consideration will be allocated entirely to goodwill, except to the extent of any value allocated to contracts and other arrangements under which the Asset-Based Fees, Performance Fees and any other management or advisory fees or allocations or similar amounts are earned (it being acknowledged and agreed by the parties hereto that, due to the terminable nature of such contracts and other arrangements, no more than a minimal portion of the Initial Purchase Consideration (which for purposes of this Section 8.9 shall include the payments contemplated by clauses (i) and (ii) of the definition of Initial Purchase Consideration to the extent payable under this Agreement) and the Contingent Purchase Consideration shall be allocated to such contracts and arrangements for Federal, state and local Income Tax purposes). None of the Symphony Parties nor Buyer (nor any of their respective Affiliates) shall take any position on any Tax Return or with any taxing authority that is inconsistent with the allocation as agreed upon pursuant to this Section 8.9.
Allocation of Purchase Consideration. Seller shall prepare an allocation of the purchase price of the Purchased Assets (and all other items required under the Code, including the covenant not to compete in Section 5.07) among the Purchased Assets and between the Seller and the Selling Affiliates in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (and any similar provision of state or local law, as appropriate) (the “Allocation”). Seller shall deliver the Allocation to Buyer within 120 days after the Closing for Buyer’s review, comment and approval. Buyer and Seller shall work together to jointly agree to the final Allocation. If Buyer and Seller are unable to agree on any such Allocation, Buyer and Seller shall negotiate in good faith to resolve any such dispute(s). If the Parties are unable to agree on an Allocation within 30 days after the commencement of such good faith negotiations (or such longer period as Seller and Buyer may mutually agree in writing), the disputed portion(s) of such Allocation shall be arbitrated by the Evaluator (which may in turn select an appraiser if needed). Only items specified in the written objection shall be subject to adjustment by the Evaluator. Neither Seller nor Buyer will take a position on any income Tax Return, before any Governmental Authority charged with the collection of any income Tax, or in any judicial proceeding that is in any way inconsistent with the terms of this Section 2.08, and Seller and Buyer shall file Form 8594 with the IRS in a manner consistent with this Allocation. If there is an adjustment to the Purchase Price under Section 2.10, such adjustment will change only the amount of the foregoing Allocation to the Purchased Assets, and then (i) to the extent traceable to a particular Purchased Asset, only the purchase price of such asset, or (ii) to the extent not traceable to a particular Purchased Asset, such adjustment will be apportioned to intangible assets.
Allocation of Purchase Consideration. (a) Subject to any adjustments required by Section 2.8, Section 2.9 or Section 2.10 hereof, the parties to this Agreement shall initially allocate the Purchase Consideration among the Assets and associated goodwill as follows: Accounts Receivable $ * Inventory $ * Equipment $ * Goodwill Assumed Liabilities + $ *
(b) The figures above are preliminary and will be updated and finalized after Closing (but not later than the close of the Review Period (as hereinafter defined) based upon the Closing Date Balance Sheet and adjustments, if any, made in accordance with Sections 2.8, 2.9 and 2.10 hereof (“Final Allocation”); provided, however, in making a determination of the Final Net Acquired Assets Value Purchaser and Seller agree that, insofar as the valuation of inventory is concerned, (i) no items will be deemed “obsolete” which are not identified as such by yellow-highlighting on the Physical Stock Taking Report dated as of 7/24/10 attached hereto as Schedule 2.5(b) and (ii) the market price per unit determined for each item by Purchaser in arriving at its valuation for items in inventory as of said date and listed in said report shall not be subject to change, so that the Inventory value reflected in Section 2.5(a) will not be changed except by virtue of changes in quantity of items on hand from those reflected in the Physical Stock Taking Report as of 7/24/10 versus those on hand as of the Closing Balance Sheet Date.
(c) The parties agree to file any and all applicable tax returns and other required related tax schedules in accordance with such Final Allocation and Section 1060 of the Internal Revenue Code and will not adopt or otherwise assert tax positions inconsistent therewith. Purchaser and Seller shall each prepare and file its Form 8594 for the taxable year in which the Closing takes place, consistent with the requirements set forth in this Section 2.5.
