Allocation of Purchase Price; Tax Filings. Purchaser and Seller shall allocate the Purchase Price plus Assumed Liabilities among the Business as set forth on Exhibit B hereto. Each of Purchaser, Purchaser's Subsidiary and Seller shall (i) timely file all forms (including Internal Revenue Service Form 8594) and Tax Returns required to be filed in connection with such allocation, (ii) be bound by such allocation for purposes of determining Taxes, (iii) prepare and file, and cause its Affiliates to prepare and file, its Tax Returns on a basis consistent with such allocation and (iv) take no position, and cause its Affiliates to take no position, inconsistent with such allocation on any applicable Tax Return, in any audit or proceeding before any taxing authority, in any report made for Tax, financial accounting or any other purposes, or otherwise. In the event that the Allocation is disputed by any taxing authority, the party receiving notice of such dispute shall promptly notify the other party hereto concerning the existence and resolution of such dispute.
Allocation of Purchase Price; Tax Filings. For federal Tax purposes and relevant state income Tax purposes, the Project Company is classified as a disregarded entity. Consequently, the sale and purchase of the Membership Interest hereunder is to be treated as a sale and purchase of the Assets for all such purposes. The Purchase Price, plus the amount of the Project Company’s Liabilities that constitute part of the amount realized for federal income Tax purposes, shall be allocated among the Assets, which allocation shall be arrived at by an independent appraisal, conducted at the Purchaser’s sole expense by Navigant Consulting or another nationally recognized appraiser mutually agreeable to the Purchaser and the Seller, in compliance with Section 1060 of the Code and the regulations promulgated thereunder. The Purchaser shall provide the allocation arrived at by such independent appraisal to the Seller by July 15, 2006. In the event that the Seller disagrees with the allocation arrived at by such independent appraisal, the Purchaser and the Seller shall jointly appoint PricewaterhouseCoopers or another independent accounting firm of international reputation mutually acceptable to the Seller and the Purchaser (the “Independent Accounting Firm”), which shall, at the Purchaser’s and the Seller’s equal expense, within fifteen (15) days (or such other period mutually agreed upon by the Purchaser and the Seller) determine the appropriate allocation with respect to the issues in dispute. The finding of such Independent Accounting Firm shall be binding on the Purchaser and the Seller. Promptly after the determination of the post-Closing Purchase Price adjustment pursuant to Section 2.6, the parties shall mutually revise the allocation to the extent necessary to reflect the Purchase Price adjustments made pursuant to Sections 2.5 and 2.6, and references to “such allocation” in this Section 2.4 shall refer to the allocation after such revision. Each of the Purchaser and the Seller shall (i) timely file all forms (including Internal Revenue Service Form 8594) and Tax Returns required to be filed in connection with such allocation, (ii) be bound by such allocation for purposes of determining Taxes, (iii) prepare and file, and cause its Affiliates to prepare and file, its Tax Returns on a basis consistent with such allocation and (iv) take no position, and cause its Affiliates to take no position, inconsistent with such allocation on any applicable Tax Return, in any audit or proceeding before any Taxing Author...
Allocation of Purchase Price; Tax Filings. The Purchase Price shall be allocated among the Purchased Assets as set forth in Exhibit B hereto, which has been arrived at by arm’s length negotiation, in compliance with Section 1060 of the Code and the regulations promulgated thereunder. Each of Purchaser, Purchaser Subsidiary, Seller and Seller Subsidiary shall (i) timely file all forms (including Internal Revenue Service Form 8594) and Tax Returns required to be filed in connection with such allocation, (ii) be bound by such allocation for purposes of determining Taxes, (iii) prepare and file, and cause its Affiliates to prepare and file, its Tax Returns on a basis consistent with such allocation and (iv) take no position, and cause its Affiliates to take no position, inconsistent with such allocation on any applicable Tax Return, in any audit or proceeding before any taxing authority, in any report made for Tax, financial accounting or any other purposes, or otherwise. In the event that the Allocation set forth on Exhibit B hereto is disputed by any taxing authority, the party receiving notice of such dispute shall promptly notify the other party hereto concerning the existence and resolution of such dispute.
Allocation of Purchase Price; Tax Filings. (a) The Sellers and the Purchaser shall cooperate in good faith to jointly prepare an allocation of the Purchase Price and all other capitalizable costs incurred in connection with the Transactions (collectively, the "Allocable Amount") among the Target Assets in accordance with Section 1060 of the Code and the U.S. Treasury regulations thereunder (and any similar provision of state, local or foreign law, as appropriate), which allocation shall be binding upon the Purchaser and the Sellers. If Purchaser and the Sellers cannot agree on the allocation within 60 days after the Closing Date, such dispute shall be settled by Deloitte & Touche LLP or another accounting firm of international reputation, in either case, mutually acceptable to Purchaser and Sellers (an "Independent Accounting Firm"). The Independent Accounting Firm shall resolve such dispute within 30 days of its submission. The determination of the allocation of the Purchase Price by the Independent Accounting Firm, as set forth in a written notice to Purchaser and Sellers, shall be final, binding and conclusive on the parties. The fees and disbursements of the Independent Accounting Firm shall be allocated between Purchaser and Sellers in the same proportion that the aggregate amount of the disputed items submitted to the Independent Accounting Firm that are unsuccessfully disputed by each party (as finally determined by the Independent Accounting Firm) bears to the total amount of all disputed items submitted to the Independent Accounting Firm. The parties agree that the purchase price allocation for the German Subsidiaries shall equal $29,000,000 (inclusive of any and all intercompany obligations of any one of the German Subsidiaries). Any subsequent adjustments to the consideration for the Target Assets shall be reflected in such allocation as jointly revised by Purchaser and the Sellers in a manner consistent with Section 1060 of the Code and the U.S. Treasury regulations thereunder (and any similar provision of state, local or foreign law, as appropriate).
Allocation of Purchase Price; Tax Filings. (i) Buyer shall allocate the Purchase Price (including its capitalized costs) among the Acquired Assets in a reasonable manner in accordance with Code §1060 and the Treasury Regulations thereunder based on the relative fair market values of the Acquired Assets as set forth on Schedule 2(g), which Buyer shall complete and deliver to Seller within 90 days after Closing. Following the delivery of such Purchase Price allocation to Seller, Seller shall have 30 days to reasonably contest such allocation, and in the event Seller contests such allocation, the Parties shall follow the resolution procedures set forth above in Section 2(f)(iii) relating to the determination of Closing Net Working Capital, with Seller’s 30-day response period being the “Resolution Period” referred to in Section 2(f)(iii)(A).
Allocation of Purchase Price; Tax Filings. ..6 Section 2.3 Assignment of Contracts, Rights, Etc........6
Allocation of Purchase Price; Tax Filings. The Purchase Price (including the liabilities expressly assumed by Buyer under this Agreement) shall be allocated among the Assets as set forth in Exhibit F hereto in the manner required on Internal Revenue Service ("IRS") Form 8594 in compliance with Section 1060 of the Code (as hereinafter defined). Any post-Closing adjustment to the Purchase Price shall be reflected proportionately in the final allocation of the Purchase Price among the Assets. Buyer and Seller agree to timely file all forms and tax returns required to be filed in connection with such purchase price allocation and to take no position inconsistent with such forms or tax returns. Buyer agrees to permit Seller to have reasonable access to any records required in order for Seller to prepare any tax returns or forms to be filed by Seller after the Closing.
Allocation of Purchase Price; Tax Filings. (a) Prior to Closing, Parent and Purchaser shall (i) use their reasonable best efforts to agree in good faith upon the allocation of the Closing Purchase Price, plus any liabilities deemed assumed for U.S. federal income tax purposes, among the Interests or the assets of any FS Subsidiary, the Minority Interests and the Assigned Intellectual Property and (ii) if such allocation is agreed upon, prepare a schedule setting forth such allocation (the "Closing Allocation Schedule"). If the allocation described in the previous sentence is agreed upon, within thirty (30) days after the determination of the final Purchase Price, as adjusted, pursuant to Section 1.5 (the "Final Purchase Price"), Parent shall deliver to Purchaser a schedule (the "Adjustment Schedule") setting forth the allocation of the Final Purchase Price, plus any liabilities deemed assumed for U.S. federal income tax purposes, among the Interests or the assets of any FS Subsidiary, the Minority Interests and the Assigned Intellectual Property, in a manner reasonably consistent with the allocation principles used in determining the allocation set forth in the Closing Allocation Schedule.
Allocation of Purchase Price; Tax Filings. Buyer and Seller agree to negotiate in good faith with respect to the allocation of the Purchase Price among the Assets and the Assumed Liabilities. Buyer and Seller agree that their agreed upon allocation shall be used, reported and implemented for all federal, state, local and other tax purposes.
Allocation of Purchase Price; Tax Filings. Any post-Closing adjustment to the Purchase Price shall be reflected in the final allocation of the Purchase Price among the Assets in the manner required on Internal Revenue Service ("IRS") Form 8594 in compliance with Section 1060 of the Code and the Regulations thereunder. Buyer and Seller agree to timely file all forms and tax returns required to be filed in connection with such purchase price allocation and to take no position inconsistent with such forms or tax returns. Buyer agrees to permit Seller to have reasonable access to any records required in order for Seller to prepare any tax returns or forms to be filed by Seller after the Closing.
