Allocation of Purchase Price and Purchase Price Allocation Forms. The Purchase Price, the Assumed Liabilities that constitute liabilities for tax purposes and other relevant items shall be allocated among the Acquired Assets and among Sellers in accordance with section 1060 of the Code. Buyer shall prepare an allocation schedule setting forth the allocation (the “Allocation Schedule”) within thirty (30) days after the date hereof, which Allocation Schedule shall be subject to the reasonable approval of Sellers. The Allocation Schedule shall identify the transferor and transferee thereof, and shall be prepared in accordance with Treas. Reg. section 1.1060-1 (or any comparable provision of state or local tax Law) or any successor provision. If the Sellers approve the Buyer’s allocation, the parties agree to report the federal, state, local and other Tax consequences of the purchase and sale hereunder (including in filings on Internal Revenue Service Form 8594) in a manner consistent with the agreed-upon allocation and that they will not take any position inconsistent therewith in connection with any Tax Return, refund claim, litigation or otherwise, unless and to the extent required to do so pursuant to applicable law. Sellers and Buyer shall cooperate in the filing of any forms (including Internal Revenue Service Form 8594) with respect to such allocation, if the allocation is agreed upon. Notwithstanding any other provision of this Agreement, this Section 11.5 shall survive any termination or expiration of this Agreement.
Allocation of Purchase Price and Purchase Price Allocation Forms. Buyer and Sellers agree to allocate the Purchase Price and the Assumed Liabilities among the Acquired Assets in accordance with Schedule 6.4 hereto (the “Allocation”). Sellers and Buyer will cooperate in filing with the Internal Revenue Service their respective Forms 8594 as provided for in Section 1060 of the Tax Code on a basis consistent with the Allocation, and the Allocation shall be reflected on any Tax Returns required to be filed as a result of the transactions contemplated hereby.
Allocation of Purchase Price and Purchase Price Allocation Forms. Buyer and Sellers agree to allocate the Purchase Price and the Assumed Liabilities among the Acquired Assets in accordance with a schedule to be reasonably agreed by them prior to the Closing Date (the "ALLOCATION"), provided that if Buyer and Sellers are not able to agree on the Allocation prior to the Closing Date, the Buyer's schedule of allocation shall be the Allocation. Sellers and Buyer will cooperate in filing with the Internal Revenue Service their respective Forms 8594 as provided for in SECTION 1060 of the Code on a basis consistent with the Allocation, and the Allocation shall be reflected on any Tax Returns required to be filed as a result of the transactions contemplated hereby.
Allocation of Purchase Price and Purchase Price Allocation Forms. (a) Buyer shall, as promptly as practicable after the Closing Date, submit to Seller a statement of Buyer's allocation of the Purchase Price to the different items of Purchased Property (the "Allocation Statement"). The Allocation Statement shall be binding and conclusive upon the parties hereto unless Seller objects in writing to any item or items shown on the Allocation Statement within sixty (60) Business Days after delivery thereof to Seller. If Buyer and Seller shall be unable to resolve any dispute with regard to the Allocation Statement within sixty (60) Business Days after delivery of Seller's written objections, the matter or matters in dispute shall be submitted (at the 50/50 expense of Seller and Buyer) to an Independent Accounting Firm selected by the mutual agreement of the parties. The decision of the Independent Accounting Firm shall be conclusive and binding upon Buyer and Seller.
(b) Promptly after the Closing Date (but not before a resolution of all disputes, if any, with regard to the Allocation Statement), Buyer's accountants shall prepare, in consultation with Seller or Seller's Accountants, those statements or forms (including Form 8594 if available) required by Section 1060 of the Code and the regulations promulgated thereunder with respect to the allocation of the Purchase Price. Such statements or forms shall be prepared consistently with the allocation of Purchase Price. Such statements or forms shall be filed by the parties with their respective federal income tax returns as required by Section 1060 of the Code and the regulations promulgated thereunder and each party shall provide the other party with a copy of such statement or form as filed.
Allocation of Purchase Price and Purchase Price Allocation Forms. The Buyer shall, as promptly as practicable after the Closing Date, submit to the Seller a statement of the Buyer's allocation of the Purchase Price to the different items of Purchased Property (the "Allocation Statement"). The Buyer and Seller agree that the amount allocated under the Allocation Statement to the Equipment and Machinery shall not exceed its applicable Book Value. The Allocation Statement shall be binding and conclusive upon the parties hereto, unless the Seller objects in writing to any item or items shown on the Allocation Statement within ten Business Days after delivery thereof to the Seller. If the Buyer and the Seller shall be unable to resolve any dispute with regard to the Allocation Statement within ten Business Days after delivery of the Seller's written objections, the matter or matters in dispute shall be submitted (at the expense of the Buyer) to the
Allocation of Purchase Price and Purchase Price Allocation Forms. Buyer and Sellers agree to allocate the Purchase Price and the Assumed Liabilities among the Acquired Assets as reasonably determined by the parties (the “Allocation”). Sellers and Buyer will cooperate in filing with the Internal Revenue Service their respective Forms 8594 as provided for in Section 1060 of the Code on a basis consistent with the Allocation, and the Allocation shall be reflected on any Tax Returns required to be filed as a result of the transactions contemplated hereby. Sellers and Buyer agree to promptly provide each other with any information necessary to complete such Tax Returns and IRS Forms 8594 (and any corresponding form required to be filed by a state or local taxing authority). Sellers and Buyer shall not take any position on a Tax Return, tax proceeding or audit that is inconsistent with the Allocation except to the extent required otherwise by applicable Law; provided, however, that (i) Buyer’s cost for the Acquired 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 Sellers 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 Purchase Price Allocation Forms. Prior to the Closing Date, the Buyer and the Seller shall agree to allocate the Purchase Price and the Assumed Liabilities as between the Buyer and the Seller (or any appropriate assignee of the Buyer) (the "ALLOCATION"). The Allocation shall be attached to this Agreement prior to the Closing as SCHEDULE 10.3 hereto and shall be modified after the Closing to reflect any adjustments to the Purchase Price pursuant to Section 10.1 hereof. The Buyer and the Seller shall cooperate in filing with the Internal Revenue Service any required Forms 8594 as provided for in Section 1060 of the Code on a basis consistent with the Allocation. For all Tax purposes, the Buyer and the Seller agree to report the transactions contemplated by this Agreement in a manner consistent with the terms of this Agreement, and that neither of them will take any position inconsistent with such terms in the preparation, filing and audit of any Tax Returns.
Allocation of Purchase Price and Purchase Price Allocation Forms. The Purchase Price, the Assumed Liabilities and other relevant items shall be allocated among the Transferred Assets in accordance with Section 1060 of the Code. Purchaser shall engage at its expense a nationally recognized valuation firm to conduct a valuation of the Transferred Assets. Based on such valuation, Purchaser shall prepare and deliver to Seller an allocation schedule setting forth Purchaser’s determination of the allocation (the “Allocation Schedule”) within ninety (90) days of the Closing Date or as soon thereafter as practicable, and Seller shall accept the Allocation Schedule to the extent that it is reasonable and consistent with the Code. The Allocation Schedule shall identify the transferor and transferee thereof, and shall be prepared in accordance with Treas. Reg. Section 1.1060-1 (or any comparable provision of state or local tax applicable Legal Requirements) or any successor provision. The Parties shall report the federal, state, local and other Tax consequences of the purchase and sale hereunder (including in filings on IRS Form 8594) in a manner consistent with the Allocation Schedule and shall not take any position inconsistent therewith in connection with any Tax Return, refund claim, litigation or otherwise, unless and to the extent required to do so pursuant to applicable law. Seller and Purchaser shall cooperate in the filing of any forms (including IRS Form 8594) with respect to such allocation.
Allocation of Purchase Price and Purchase Price Allocation Forms. Buyer and Seller shall allocate the Purchase Price plus items treated as liabilities for federal income tax purposes and other relevant items among the Acquired Assets in accordance with their fair market values as set forth on a schedule to be jointly prepared and agreed to by Buyer and Seller prior to the Closing Date (the "Allocation"). Seller and Buyer shall cooperate in filing with the Internal Revenue Service their respective Forms 8594 as provided for in section 1060 of the Code on a basis consistent with the Allocation and, except as otherwise required by Law, the Allocation shall be reflected on any relevant Tax Returns required to be filed as a result of the transactions contemplated by this Agreement.
Allocation of Purchase Price and Purchase Price Allocation Forms. The Buyer and the Seller agree that they shall negotiate in good faith to enter into an agreement prior to the Closing Date concerning the allocation of the Purchase Price among the Purchased Property (the "Allocation Statement"). If the parties cannot agree on the Allocation Statement, the Seller and the Buyer shall prepare separate allocations, as the case may be and each shall provide to all other parties hereto, including the Principal Shareholders, copies of such allocations. The Buyer and the Seller further agree to act in accordance with the Allocation Statement, if any, in any Tax Returns or similar filings. If the Buyer and the Seller agree to the Allocation Statement, promptly after the Closing Date (but not before a resolution of all disputes, if any, with regard to the Closing Net Working Capital Statement but in no event later than January 31, 2001), the Buyer's Accountant shall prepare, in consultation with the Seller or the Seller's Accountant, those statements or forms (including Form 8594 if available) required by Section 1060 of the Code and the Treasury regulations promulgated thereunder with respect to the allocation of the Purchase Price. Such statements or forms shall be prepared consistently with the allocation of Purchase Price. Such statements or forms shall be filed by the parties on their respective federal income tax returns as required by Section 1060 of the Code and the Treasury regulations promulgated thereunder and each party shall provide the other party with a copy of such statement or form as filed.
