Allocation of Purchase Price and Assumed Liabilities. The Purchase Price and the Assumed Liabilities (to the extent they constitute part of the amount realized for federal Income Tax purposes) shall be allocated among the Purchased Assets in accordance with a schedule to be agreed upon by Buyer and PCC after the Closing Date. Buyer shall prepare such allocation schedule and deliver it to PCC upon a date to be agreed upon between the parties, which date shall be no later than 60 days after the Closing Date. PCC shall be deemed to agree with such allocation schedule unless, within ten (10) days after the date PCC receives the allocation schedule from Buyer, PCC notifies Buyer in writing of (i) each allocation with which it disagrees and (ii) for each such allocation, the amount that PCC proposes to allocate. If PCC provides such notice to Buyer, the parties shall proceed in good faith to resolve mutually the disputed allocation amounts within fifteen (15) days after the date on which PCC notifies Buyer of a disagreement with Buyer's proposed allocation. If PCC and Buyer cannot resolve any such differences, the parties agree to submit such differences to arbitration in Abingdon, Virginia, by the accounting firm of Deloitte & Touche, LLP or another accounting firm acceptable to both parties (the "CPA Arbitrator"). The CPA Arbitrator shall make such review and examination of the relevant facts and documents as the CPA Arbitrator deems appropriate and shall permit each of Buyer and PCC to make a written presentation of their respective positions. Within forty-five (45) days after submission of such dispute by both parties, the CPA Arbitrator shall resolve such dispute in writing and shall prepare and deliver its decision, which shall (i) be based upon a determination of the fair market value of the Purchased Assets, (ii) defer to valuations that have been prepared in accordance with generally accepted valuation techniques absent manifest error, (iii) be final and binding upon the parties without further recourse or collateral attack and (iv) accept either Buyer's or PCC's position in its entirety. The party whose position is not accepted by the CPA Arbitrator shall pay all fees and costs of such CPA Arbitrator to arbitrate such dispute. The allocation schedule shall include, at a minimum, information necessary to complete Part II of IRS Form 8594. The allocation to the Purchased Assets is intended to comply with the requirements of Section 1060 of the Code. The parties shall cooperate to comply with all substantive...
Allocation of Purchase Price and Assumed Liabilities. The aggregate amount of the Purchase Price and the Assumed Liabilities shall be allocated among the Assets as set forth on Schedule 1.5 attached hereto.
Allocation of Purchase Price and Assumed Liabilities. The Purchase Price and Assumed Liabilities (to the extent it constitutes part of the amount realized for federal income Tax purposes) shall be allocated among the Assets and the Non-Competition Agreement in accordance with the estimated allocation schedule (the "Estimated Allocation Schedule") attached hereto as SECTION 2.12 of the Disclosure Schedule. Buyer shall prepare a final allocation schedule (the "Final Allocation Schedule") and deliver it to the Seller upon a date to be agreed upon between the parties, which date shall be no later than thirty (30) days after the Audited Closing Date Financial Statements are completed. The Final Allocation Schedule will not be materially different from the Estimated Allocation Schedule. Such Final Allocation Schedule shall be final and binding on the Buyer and the Seller and shall provide the Basis for Buyer and Seller to complete IRS Form 8594. The allocation to the Assets and Non-Compete Agreement is intended to comply with the requirements of Section 1060 of the Code. The parties shall cooperate to comply with all substantive and procedural requirements of Section 1060, and except for any adjustment to the Purchase Price hereunder, such allocation schedule shall be adjusted only if and to the extent necessary to comply with such requirements of Section 1060. Buyer and Seller agree that they will not take nor will they permit any Affiliate to take, for income Tax purposes, any position inconsistent with such allocation schedule to the Assets and Non-Competition Agreement; provided, however, that (i) the Buyer's cost for the Assets may differ from the total amount allocated hereunder to reflect the inclusion in the total cost of items (for example, capitalized acquisition costs) not included in the total amount so allocated and (ii) the amount realized by the Seller may differ from the total amount allocated hereunder to reflect transaction costs that reduce the amount realized for federal income Tax purposes.
Allocation of Purchase Price and Assumed Liabilities. (a) Sellers and Purchaser agree to allocate the Purchase Price as adjusted pursuant to Article I, the Reinsured Liabilities, the Assumed Liabilities and all other capitalizable costs incurred in connection with the transactions contemplated herein (collectively, the “Allocable Amount”) among the Non-Compete, the insurance in-force with respect to the Insurance Contracts, the Purchased Companies and the Transferred Assets, as has been or shall be determined by arm’s-length negotiations between Sellers and Purchaser, in accordance with this Section 5.23 for all purposes, including Tax and financial accounting purposes.
Allocation of Purchase Price and Assumed Liabilities. The Purchase Price and Assumed Liabilities will be allocated in accordance with Schedule 2.6 to this Agreement. After the Closing, the parties will make consistent use of the allocation, fair market values and useful lives specified in Schedule 2.6 for all Tax purposes and in all filings, declarations and reports with the IRS in respect thereof, including the reports required to be filed under Section 1060 of the Code. Within 90 days after the date the Purchase Price is determined, the Buyer will prepare and deliver IRS Form 8594 to the Seller to be filed with the IRS. Any adjustment to the Purchase Price will be allocated in accordance with Section 1060 of the Code. In any Proceeding related to the determination of any Tax, neither the Buyer nor the Seller will contend or represent that such allocation is not a correct allocation.
Allocation of Purchase Price and Assumed Liabilities. The Purchase Price and Assumed Liabilities will be allocated by the Buyer in a manner consistent with Section 1060 of the Code after the Closing based on the final June Net Worth Statement (the “Allocation”). The Buyer will share the Allocation with the Seller and CGI prior to filing IRS Form 8594, and will consider comments related to the Allocation by the Seller or CGI. After the Closing, the parties will make consistent use of the Allocation, fair market values and useful lives for all Tax purposes and in all filings, declarations and reports with the IRS in respect thereof, including the reports required to be filed under Section 1060 of the Code. Within ninety (90) days after the date the Purchase Price is determined, the Buyer will prepare and deliver IRS Form 8594 to (i) the Seller to be filed with the IRS and (ii) CGI. Any adjustment to the Purchase Price will be allocated in accordance with Section 1060 of the Code. In any Proceeding related to the determination of any Tax, neither the Buyer nor the Seller will contend or represent that such allocation is not a correct allocation.
Allocation of Purchase Price and Assumed Liabilities. The Purchase Price and Assumed Liabilities shall be allocated to the tangible Assets based upon their respective net book values as of the Closing Date, $10,000 of the Purchase Price shall be allocated to the non-compete commitments of the Members, and the balance shall be allocated to goodwill. The parties agree to cooperate and not take inconsistent positions regarding the completion of any and all informational returns required by Section 1060 of the Code to be filed with respect to such allocation.
Allocation of Purchase Price and Assumed Liabilities. The Purchase Price will be allocated in accordance with Exhibit 2.7. After the Closing, the parties will make consistent use of the allocation, fair market values and useful lives specified in Exhibit 2.7 for all Tax purposes and in all filings, declarations and reports with the IRS in respect thereof, including the reports required to be filed under Section 1060 of the Code. The Plan shall provide that (a) within 45 days after the date the Purchase Price is determined, Buyer will prepare and deliver IRS Form 8594 to Seller to be filed with the IRS and (b) in any Proceeding related to the determination of any Tax, neither Buyer nor Seller will contend or represent that such allocation is not a correct allocation. The foregoing allocation will not be determinative of the appropriate allocation of the Purchase Price among any creditors of Sellers asserting the right to receive a portion of the Purchase Price as a distribution under the Bankruptcy Code.
Allocation of Purchase Price and Assumed Liabilities. In ---------------------------------------------------- addition to Purchaser's assumption of the Assumed Liabilities from the Corporation and the Joint Venture, respectively, in the amounts reflected on the Audited Schedule of Net Assets, the Purchase Price shall be allocated between the Sellers in accordance with the following: shares of Graphic Common Stock representing $25,000 of the Purchase Price shall be allocated to the Joint Venture and the Joint Venture hereby instructs that such shares be issued and delivered directly to Xxxxxxx X. Xxxxxxx, Xx. and Xxxxx Xxxxxxx, and the Corporation shall receive the remainder of the Purchase Price.
Allocation of Purchase Price and Assumed Liabilities. The Purchase Price and the Assumed Liabilities shall be allocated among the Purchased Assets as set forth on Schedule 3.4, provided that such allocation shall be adjusted appropriately to reflect adjustments to the Purchase Price made pursuant to Section 3.6 below. The allocation determined pursuant to this section shall be conclusive and binding for all purposes, and each party will file all forms, returns and other documents in a manner consistent with such allocation.
