Allocation of Purchase Price; Tax Treatment. The parties agree to allocate the purchase price and all other capitalizable costs among the assets purchased hereunder for all purposes (including accounting and tax) in accordance with an allocation schedule to be agreed after exercise of the Option. A draft of the allocation schedule shall be prepared by PBC and delivered to Owner not less than ten (10) days prior to the Closing Date. If Owner notifies PBC in writing that Owner reasonably objects to one or more items reflected in the allocation schedule, the parties shall attempt to resolve such dispute through good faith negotiations; provided, however, that any unresolved dispute shall be resolved by independent accountants practicing in the Seattle, Washington area with industry experience to be engaged for that purpose and agreed to by the parties. The fees and expenses of such accounting firm shall be shared equally. Owner and PBC will each report, act and file state and federal tax returns in all respects and for all purposes consistent with such allocation.
Allocation of Purchase Price; Tax Treatment. Buyers shall allocate the purchase consideration (including, for purposes of this Section 2.4, any other consideration paid to Sellers, including Assumed Liabilities) among the Sellers and among the Purchased Assets (the “Allocation Schedule”) in accordance with Section 1060 of the Code and the regulations thereunder. Buyers shall deliver such Allocation Schedule to the Sellers within one-hundred-twenty (120) days after Closing for Company’s review and comment. Buyers and Sellers each agree to file Internal Revenue Service Form 8594, and all federal, state, local and foreign Tax Returns, in accordance with the Allocation Schedule as consented to by the Company, which consent shall not be unreasonably withheld, delayed or conditioned; and in that event, Buyers and Sellers each agree to provide the other promptly with any other information reasonably required to complete Form 8594. The parties hereto intend that the transaction contemplated hereby be treated for tax purposes as taxable under Section 1001 of the Code.
Allocation of Purchase Price; Tax Treatment. The Purchase Price (including Assumed Liabilities only to the extent they are liabilities for Federal income tax purposes) will be allocated among the Purchased Assets in accordance with Section 1060 of the Code and the regulations thereunder and the allocations as shall be agreed upon between Buyer and Seller and set forth on a schedule no later than one hundred twenty (120) days following the Closing Date (the “Allocation Schedule”). Buyer and Seller will cooperate with each other in good faith to complete the Allocation Schedule prior to the end of such one hundred twenty (120) day period. If Buyer and Seller cannot agree on the Allocation Schedule within such time frame, any disputes relating to the items or amounts to be shown in the Allocation Schedule shall be referred to the independent public accountants which audit the financial statements of the Buyer (or such other “Big 4” accounting firm which the parties may agree to use), and the decision of said accountants shall be controlling. Fees charged by said accountants for the resolution of the dispute shall be borne equally by the Buyer and the Seller. Buyer and Seller each agree to file Internal Revenue Service Form 8594, and all federal, state, local and foreign Tax Returns, in accordance with the Allocation Schedule; and in that event, Buyer and Seller each agree to provide the other promptly with any other information reasonably required to complete Form 8594. The parties hereto intend that the transaction contemplated hereby be treated for tax purposes as taxable under Section 1001 of the Code.”
(d) The Purchase Agreement is hereby amended by deleting Section 7.6 thereof in its entirety and replacing it with the following:
Allocation of Purchase Price; Tax Treatment. The Purchase Price will be allocated among the Sellers and among the Purchased Assets consistent with the allocation set forth on a schedule to be mutually agreed upon by the parties hereto prior to the Closing (the “Allocation Schedule”). The Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 of the Code and the regulations thereunder. Buyer and Sellers each agree to file Internal Revenue Service Form 8594, and all federal, state, local and foreign Tax Returns, in accordance with the Allocation Schedule; and in that event, Buyer and Sellers each agree to provide the other promptly with any other information reasonably required to complete Form 8594. The parties hereto intend that the transaction contemplated hereby be treated for tax purposes as taxable under Section 1001 of the Code.
Allocation of Purchase Price; Tax Treatment. (a) Each Seller shall prepare and deliver to Purchasers, within sixty (60) days after the final determination of the Adjusted Purchase Price, an allocation of the Adjusted Purchase Price of such Seller for U.S. federal income Tax purposes (and any other items properly treated as consideration for U.S. federal Income Tax purposes) among the Assets of the Subject Company of such Seller in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder, and, to the extent allowed under applicable federal Income Tax Laws, in
Allocation of Purchase Price; Tax Treatment. (a) The Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under the Code), shall be allocated among the Purchased Assets and the covenant not to compete contained in Section 8.7 in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provision of state, local or foreign law, as appropriate) (the “Allocation”). For purposes of the foregoing, the Shares shall be valued at $10.00 per share and the amount allocated to the Product Inventory shall equal that described in Section 4.1(b). The Allocation shall be delivered by Buyer to Seller within sixty (60) days after the Closing Date. Seller and Buyer shall work in good faith to resolve any disputes relating to the Allocation within twenty (20) days. If Seller and Buyer are unable to amicably resolve any such dispute, such dispute shall be resolved promptly by an independent certified public accountant (“Independent Accountant”) agreed upon by the parties, such agreement not to be unreasonably withheld or delayed, the costs of which shall be borne equally by Seller and Buyer.
(b) If the Purchase Price is adjusted pursuant to Section 8.9 or Article 9, the Allocation shall be adjusted in a manner consistent with Section 1060 of the Code. However, if the Parties are unable to amicably agree on such adjustment, such dispute shall be resolved promptly by an Independent Accountant agreed upon by the parties, such agreement not to be unreasonably withheld or delayed, the costs of which shall be borne equally by Buyer and Seller.
(c) Buyer and Seller agree (i) to report the sale and purchase of the Purchased Assets for federal and state Tax purposes in accordance with the Allocation and (ii) not to take any position inconsistent with such Allocation on any of their respective Tax Returns, unless otherwise required by applicable Law or by a final determination (as defined in Section 1313(a) of the Code), or unless the other party consents thereto, which consent shall not be unreasonably withheld or delayed.
(d) Buyer and Seller agree to treat the sale of the Purchased Assets as a taxable transaction for federal and state Tax purposes and not to take any position inconsistent with such treatment on any of their respective Tax Returns.
Allocation of Purchase Price; Tax Treatment. The Purchase Price (including Assumed Liabilities only to the extent they are liabilities for Federal income tax purposes) will be allocated among the Purchased Assets in accordance with Section 1060 of the Code and the regulations thereunder and the allocations as shall be agreed upon between Buyer and Seller and set forth on a schedule at or prior to the Closing (the “Allocation Schedule”). Buyer and Seller each agree to file Internal Revenue Service Form 8594, and all federal, state, local and foreign Tax Returns, in accordance with the Allocation Schedule; and in that event, Buyer and Seller each agree to provide the other promptly with any other information reasonably required to complete Form 8594. The parties hereto intend that the transaction contemplated hereby be treated for tax purposes as taxable under Section 1001 of the Code.
Allocation of Purchase Price; Tax Treatment. The parties agree that the purchase of the Acquired Assets in exchange for the Purchase Price hereunder is an “applicable asset acquisition” within the meaning of Section 1060 of the Code. Within 60 days after the Closing Date, Buyer will provide to Seller copies of IRS Form 8594 and any required exhibits thereto (the “Asset Allocation Statement”) with Buyer’s proposed allocation of the Purchase Price (together with any assumed liabilities). Within 30 days after the receipt of the Asset Allocation Statement Seller will propose to Asset Purchase Agreement Buyer any changes to such Statement or confirm that it agrees with such Statement. Buyer and Seller will endeavor in good faith to resolve any differences with respect to the Asset Allocation Statement within 15 days after Buyer’s receipt of any written notice of objection from Seller. If Buyer and Seller resolve all differences with respect to the Asset Allocation Statement the Purchase Price (together with any assumed liabilities) will be allocated in accordance with the resolved Asset Allocation Statement and, subject to the requirements of applicable tax law or election, all Tax Returns filed by Buyer and Seller will be prepared consistently with such allocation.
Allocation of Purchase Price; Tax Treatment. Buyer and Seller agree to use commercially reasonable efforts to agree upon the allocation of the consideration payable hereunder amongst the Purchased Assets within a reasonably prompt period following the Closing. Buyer and Seller agree that their respective tax returns (including IRS Form 8594 – Asset Acquisition Statement) relating to the transfer of the Purchased Assets hereunder will be consistent with such allocation.
Allocation of Purchase Price; Tax Treatment. The Purchase Price (including, for purposes of this Section 2.2, any other consideration paid to Sellers, including Assumed Liabilities) will be allocated among the Sellers and among the Purchased Assets consistent with the allocation set forth on Schedule 2.2 attached hereto (the “Allocation Schedule”). Buyer and Sellers each agree to file Internal Revenue Service Form 8594, and all federal, state, local and foreign Tax Returns, in accordance with the Allocation Schedule. Buyer and Sellers each agree to provide the other promptly with any other information reasonably required to complete Form 8594. The parties hereto intend that the transaction contemplated hereby be treated for tax purposes as taxable under Section 1001 of the Code.
