Allocation of Purchase Price Among Purchased Assets. The Purchase Price shall be allocated for tax purposes as mutually agreed to by PRGI and Seller within 60 days after the Closing; provided, however, the Purchase Price shall be allocated solely to (a) goodwill; (b) fixed assets at book value; (c) a share of the allocation to the Noncompetition and Nonsolicitation Agreements described in Section 5.4 of the RCI Agreement, as appropriate, and (d) to the extent they exist, Accounts Receivable net of appropriate reserves and accrued commissions. Seller and PRGI agree that they will prepare and file any notice or other filing required pursuant to Section 1060 of the Code, and that any such notices or filings will be prepared based upon such tax allocation of Seller Purchase Price. PRGI agrees to send to Seller a completed copy of its Form 8594 ("Asset Acquisition Statement under Section 1060") with respect to this transaction prior to filing such form with the Internal Revenue Service.
Allocation of Purchase Price Among Purchased Assets. The Purchase Price shall be allocated for tax purposes among each item or class of Purchased Assets as mutually agreed to by Purchaser and Seller and set forth on Schedule 3.4 attached hereto. Seller and Purchaser agree that they will prepare and file any notice or other filing required pursuant to Section 1060 of the Code, and that any such notices or filings will be prepared based upon such tax allocation of the Purchase Price. Purchaser agrees to send to Seller a completed copy of its Form 8594 ("Asset Acquisition Statement under Section 1060") with respect to this transaction prior to filing such form with the Internal Revenue Service.
Allocation of Purchase Price Among Purchased Assets. The parties agree that: (a) the Assumed Liabilities; and (b) the Closing Payment, as adjusted, shall be allocated, for Tax purposes, among the Purchased Assets in a manner consistent with the provisions of Code §1060 and the methodology set forth on Schedule 2.8 (the “Allocation Schedule”). After Closing, Buyer will prepare such an allocation (the “Allocation”) consistent with the Allocation Schedule and will deliver the Allocation to Seller for Seller’s review and comment. In the event Buyer and Seller cannot agree on the Allocation, any disputed items shall be resolved by the Independent Accountant in the same manner as provided in Section 2.7. Any adjustments to the amount of the Assumed Liabilities or the Closing Payment after the Allocation is otherwise final shall be allocated in a manner consistent with the Allocation Schedule. The parties shall, and shall cause their Affiliates to, file all Tax Returns in a manner consistent with the Allocation and other provisions of this Section 2.8, and the parties shall not, and shall cause their Affiliates not to, take a contrary position in any audit, investigation, or other Proceeding with a Taxing Authority unless required pursuant to a determination (as defined in Code §1313(a)).
Allocation of Purchase Price Among Purchased Assets. (a) The Seller Parties and Purchaser Parties agree to allocate the Purchase Price among the Purchased Assets for U.S. federal, State and local income Tax purposes in accordance with an allocation schedule (the “Allocation Schedule”) prepared jointly by SunGard Data and Parent in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder. SunGard Data and Parent agree to cooperate with each other in the preparation of, and to negotiate in good faith to resolve any dispute with respect to, the Allocation Schedule; provided, however, that in the event that SunGard Data and Parent cannot reach agreement with respect to the Allocation Schedule within thirty (30) days after the Asset Closing Date, the Independent Accountant shall prepare the Allocation Schedule. The costs related to having the Independent Accountant prepare the Allocation Schedule shall be borne by Parent.
(b) The Purchaser Parties and the Seller Parties shall be bound by such Allocation Schedule and shall file, according to Section 1060 of the Code, all returns (including, without limitation, filing Form 8594) and reports with respect to the transactions contemplated by this Agreement (including, without limitation, all U.S. federal, state and local Tax Returns) on the basis of such allocation. In addition, the Purchaser Parties and the Seller Parties shall act in accordance with the Allocation Schedule in the course of any Tax audit, Tax review or Tax litigation relating thereto, and take no position and cause their Affiliates to take no position inconsistent with the Allocation Schedule for income Tax purposes, including U.S. federal and state income Tax and foreign income Tax, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or similar provision under state, local or foreign Law). SunGard Data and Parent shall promptly notify each other if it (or, in the case of Parent, the Company or Purchaser) is notified by any taxing authority that such taxing authority disagrees with the allocation of the Purchase Price pursuant to this Section 3.8 or if the sale and purchase of the Purchased Assets becomes the subject of an audit, and thereafter, each shall keep the other Party reasonably informed about such audit or any subsequent administrative or judicial proceeding.
Allocation of Purchase Price Among Purchased Assets. The parties agree that: (a) the Assumed Liabilities; and (b) the Closing Payment, as adjusted, shall be allocated, for Tax purposes, among the Purchased Assets in a manner consistent with the provisions of Code §1060 and the methodology set forth on Schedule 2.9 (the “Allocation Schedule”). After Closing, Buyer will prepare such an allocation (the “Allocation”) consistent with the Allocation Schedule and will deliver the Allocation to Seller for the preparation of the Seller Parties’ federal (and, as applicable, state, local, or foreign) income Tax Returns. Notwithstanding the foregoing, the amount allocated to tangible personal property shall be determined at the time of Closing, such that New York State sales tax thereon is timely remitted and the allocation to the purchase of the Real Property shall be one million dollars ($1,000,000). Any adjustments to the amount of the Assumed Liabilities or the Closing Payment after the Allocation is otherwise final shall be allocated in a manner consistent with the Allocation Schedule. The parties shall, and shall cause their Affiliates to, file all Tax Returns in a manner consistent with the Allocation and other provisions of this Section 2.9, and the parties shall not, and shall cause their Affiliates not to, take a contrary position in any audit, investigation, or other Proceeding with a Taxing Authority unless required pursuant to a determination (as defined in Code §1313(a)).
Allocation of Purchase Price Among Purchased Assets. Each payment of the Purchase Price shall be allocated in the manner set forth on Schedule 2.3 attached hereto. The Purchase Price shall be allocated for tax purposes among each item or class of Purchased Assets as mutually agreed by Purchaser and Seller and set forth on Schedule 2.3 attached hereto. Seller and Purchaser agree that they will prepare and file any notice or other filing required pursuant to Section 1060 of the Code, and that any such notices or filings will be prepared based upon such tax allocation of the Purchase Price.
Allocation of Purchase Price Among Purchased Assets. The Purchase Price shall be allocated for tax purposes among each item or class of Purchased Assets and the Noncompetition and Nonsolicitation Agreements as mutually agreed to by Purchaser and Seller and set forth on Schedule 3.7 attached hereto. Seller and Purchaser agree that they will prepare and file any notice or other filing required pursuant to Section 1060 of the Code, and that any such notices or filings will be prepared based upon such tax allocation of the Purchase Price. Purchaser agrees to send to Seller a completed copy of its Form 8594 ("Asset Acquisition Statement under Section 1060") with respect to this transaction prior to filing such form with the Internal Revenue Service.
Allocation of Purchase Price Among Purchased Assets. The parties agree that: (a) the assumption by Buyer of the Assumed Liabilities; and (b) the payment of the Closing Payment, as adjusted, and other items properly includible in the deemed sales price of the Purchased Assets shall be allocated, for Tax purposes, among the Purchased Assets in a manner consistent with the provisions of Code §1060 and the methodology set forth on Schedule 2.8 (the “Allocation Schedule”). After Closing, Buyer will prepare such an allocation (the “Allocation”) consistent with the Allocation Schedule and will deliver the Allocation to Representative for the preparation of the Seller Parties’ federal (and, as applicable, state, local, or foreign) income Tax Returns. Buyer and the Seller Parties shall file all Tax Returns in a manner consistent with the Allocation, and Buyer and the Seller Parties shall not take a contrary position in any audit, investigation, or other Proceeding with a Taxing Authority unless required pursuant to a determination (as defined in Code §1313(a)). Any adjustments to the amount of the Assumed Liabilities or the Closing Payment after the Allocation is otherwise final shall be allocated in a manner consistent with the Allocation Schedule.
Allocation of Purchase Price Among Purchased Assets. The Purchase Price shall be allocated for Tax purposes among each item or class of Purchased Assets as mutually agreed to by the Purchaser and the Seller and set forth on Exhibit A hereto (the “Allocation Statement”), which Allocation Statement shall be binding upon the Purchaser and the Seller. The Seller and the Purchaser agree that they will prepare and file all notices or other filings required pursuant to Section 1060 of the Code and Treasury regulations thereunder, and that all such notices and filings will be prepared based upon the Allocation Statement and shall be consistent with the Allocation Statement. The parties shall make consistent use of such allocation for all income Tax purposes and in all applicable filings, declarations and reports with the Internal Revenue Service and other Governmental Entities in respect thereof, including the reports required to be filed under Section 1060 of the Code. Neither the Purchaser nor the Seller will take a position on any income Tax Return, before any Governmental Entity charged with the collection of any income Tax or in any judicial proceeding that is in any manner inconsistent with the terms of the Allocation Statement or this Section 1.6 without the written consent of the other party. Each party shall notify the other party if it receives notice that the Internal Revenue Service or any other Governmental Entity proposes any allocation different from that set forth in the Allocation Statement. Any adjustment made with respect to the Purchase Price pursuant to Section 1.4 shall be allocated in accordance with the determination mutually agreed to by the Seller and the Purchaser, which shall be consistent with the Allocation Statement. No later than sixty (60) days after the Closing, each party shall deliver to the other party a copy of its Internal Revenue Service Form 8594.
Allocation of Purchase Price Among Purchased Assets. Purchaser shall, within 30 days after the Closing Date, prepare and deliver to Sellers a schedule (the “Allocation Schedule“) allocating the Purchase Price and the Assumed Liabilities among the Assets in accordance with Treasury Regulation 1.1060-1 (or any comparable provisions of state or local Tax Law) or any successor provision. To the extent permitted by Legal Requirements, Purchaser and Sellers each shall report and file all tax returns (including amended tax returns and claims for refund) and shall cooperate in the filing of any forms (including Form 8594) consistent with the Allocation Schedule, and shall take no tax position contrary thereto or therewith (including in any audits or examinations by any taxing authority or any other proceedings).
