Allocation of the Consideration. Ashland and Buyer shall cooperate in good faith to mutually agree before Closing to an allocation of the Consideration among Ashland and the Asset Selling Corporations (the “Seller Entity Allocation”). To facilitate such agreement, within fifteen (15) days hereof, the Seller shall provide financial statements with respect to the portion of the Business conducted by Ashland and each Asset Selling Corporations. Within thirty (30) days after the receipt of such financial statements, Buyer shall provide to Ashland a proposed allocation of the Consideration among Ashland and the Asset Selling Corporations. Within thirty (30) days after the receipt of such allocation, Ashland shall propose to Buyer any changes to such allocation or otherwise shall be deemed to have agreed with such allocation. Ashland and Buyer shall cooperate in good faith to resolve any disagreements as to the Seller Entity Allocation prior to Closing; provided that reaching such agreement shall not be a condition to Closing. With respect to Ashland and each of the Asset Selling Corporations, within thirty (30) days following Closing, Buyer shall provide to Ashland a proposed allocation of the Consideration among the categories of Conveyed Assets. Within ten (10) days after the receipt of such allocation, Ashland shall propose to Buyer any changes to such allocation or otherwise shall be deemed to have agreed with such allocation (the “Asset Allocations”). Buyer’s proposals shall be in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (or similar state or foreign Tax laws) and Buyer and Ashland shall cooperate in good faith to mutually agree to the Asset Allocations. The Seller Entity Allocation and the Asset Allocation shall be adjusted to reflect adjustments to the Purchase Price hereunder. Each of Ashland and the Asset Selling Corporations and their respective Affiliates, on the one hand, and each of Buyer, the Buyer Corporations and their respective Affiliates, on the other, shall (i) be bound by an agreed upon Seller Entity Allocation and the agreed upon Asset Allocations for purposes of determining any Taxes, (ii) prepare and file its Tax Returns on a basis consistent with such allocations and (iii) take no position inconsistent with such allocations on any applicable Tax Return or in any Proceeding before any Governmental Authority or otherwise.
Allocation of the Consideration. For Canadian tax purposes, the Consideration shall be allocated among the Business Assets in accordance with Schedule 2.5. Columbia House Canada, the partners of Columbia House Canada and Canadian Sub agree to report the acquisition and transfer of the Business Assets in any returns required to be filed under the ITA and any other taxation statutes in accordance with the provisions thereof.
Allocation of the Consideration. The parties have agreed that Buyer will prepare an initial allocation of the Purchase Price, the Assumed Liabilities and other relevant items among the Transferred Assets in accordance with the methodologies set forth in Schedule 1.6, for Seller’s review, comment and approval. Buyer will accept all comments of Seller on the allocation of the Purchase Price, the Assumed Liabilities and other relevant items. In the event an adjustment to the Purchase Price is made pursuant to Section 1.3 or otherwise under this Agreement (and any refunds and/or other payments are made in connection therewith), the allocation of the Purchase Price shall be revised by Buyer (subject to the review, comment and approval of Seller) to allocate such adjustment to the Transferred Assets based upon the item to which such adjustment is attributable. The parties acknowledge and agree that (a) the Purchase Price, the Assumed Liabilities and other relevant items shall be allocated among the Selling Affiliates and across such assets or jurisdictions on Schedule 1.6 as Seller determines in its reasonable discretion, (b) except as required in connection with a determination within the meaning of Section 1313(a) of the Code (or equivalent provision of state, local, or foreign Law), (i) this allocation shall be binding on the parties for federal, state, local, foreign and other Tax reporting purposes, (ii) no party will assert or maintain a Tax position inconsistent with this allocation and (iii) the applicable Tax Returns to be filed by any of the parties or their subsidiaries shall reflect this allocation and (c) for financial accounting purposes, Buyer may allocate the Purchase Price, the Assumed Liabilities and other relevant items among the Transferred Assets in accordance with a valuation study performed by an independent third party engaged by Buyer.
Allocation of the Consideration. Seller and Buyer covenant to use their respective Best Efforts to, on or prior to the Closing Date, agree on the allocation of the Consideration to be set forth in Schedule 2.5, subject to such adjustment as Seller and Buyer may agree to reflect any adjustment to the Purchase Price pursuant to Section 2.
Allocation of the Consideration. The Parties agree that the transactions contemplated by this Agreement shall be treated as a taxable transaction under the Internal Revenue Code of 1986, as amended (the “Code”). The Parties agree that the allocation of the Purchase Price among the Purchased Assets shall be as determined by the Purchaser, but shall be subject to the reasonable approval of the Seller and shall be allocated among such assets in a manner consistent with the requirements set forth in Section 1060 of the Code and the Treasury regulations promulgated there under. The Purchaser shall provide the proposed allocation to the Seller and the Parties shall in good faith mutually agree to the allocation of the Purchase Price on or before August 31, 2005. Such allocation will be binding on the Parties for federal income tax purposes, and will be consistently reflected by each Party on their respective federal income tax returns. The Parties agree to prepare and timely file all applicable Internal Revenue Service forms reflecting such allocation, and to furnish each other with a copy of such forms within thirty (30) days after the same have been filed.
Allocation of the Consideration. The Consideration shall be allocated among the Assigned Assets for all purposes (including tax and financial accounting) in accordance with an allocation methodology agreed upon by the Parties. The Parties shall file all Tax returns (including amended returns and claims for refund) and information reports in a manner consistent with such allocation methodology.
Allocation of the Consideration. The Consideration (less any payments required under Section 2.2 hereof) shall be allocated among the Property in accordance with section 1060 of the Internal Revenue Code of 1986, as amended (the "CODE"), and the Treasury regulations promulgated thereunder, and such allocations shall be reflected on EXHIBIT "E" attached hereto. HBR and IWRA agree to file their respective United States federal and state income "Tax Returns" (as defined below), including Internal Revenue Service Form 8594, in a manner consistent with EXHIBIT "E" as such exhibit may be adjusted, from time to time. Prior to the Closing, EXHIBIT "E" shall be prepared by HBR and be reasonably acceptable to IWRA. Any additional Consideration paid pursuant to Section 2.2 hereof shall be allocated pursuant to section 1060 of the Code and in a manner consistent with the allocations as set forth on EXHIBIT "E".
Allocation of the Consideration. All considerations paid by Buyer to Seller pursuant to Section 2.6 shall be allocated for Tax purposes among the Purchased Assets as mutually agreed to by the parties (the “Allocation”). Seller and Buyer agree not to take a position on any Income Tax return, before any Governmental Authority or in any judicial proceeding that is inconsistent with the Allocation.
Allocation of the Consideration. The Consideration shall be allocated in accordance with Exhibit F. Exhibit F shall be adjusted in accordance with the Final Adjustment to Cash Consideration, as described in Section 2.3 of this Agreement, in proportion to the adjustment in those accounts which compose the Net Book Value of the Business as it existed as of September 30, 2002 when compared to the Net Book Value of the Business as set forth on the Post-Closing Statement of Net Book Value. Seller shall pay all federal and state sales and use taxes and other like charges properly payable with respect to the sale of the Assets. Seller and Buyer shall not take any action, whether in the preparation of tax returns, financial statements or otherwise, that is inconsistent with the allocations set forth in Exhibit F. All personal property and other similar taxes payable with respect to the Assets for the full calendar year 2002, shall be apportioned between the parties in accordance with their respective periods of ownership before and after the Closing.
Allocation of the Consideration. Tanox shall allocate the Tanox Stock and cash portions of the Consideration to the Sellers pro rata to their respective interests in the Company Shares. The allocation of the Consideration in accordance with the foregoing is set forth in Annex 2. The Parties agree that delivery of the Consideration to Sellers as specified in Annex 2 (or as otherwise agreed in Section II.4(A) below) shall satisfy all obligations of Tanox to pay the Consideration and that Tanox shall not have or incur any liability to any Seller as a result of such agreed allocation. Further, for the sole purpose of providing M. de Boer with additional cash to satisfy any liability for taxes, Xxxxx xxx agreed that it will accelerate payment of the cash portion of the Consideration to be delivered at 18 and 36 months and also the Suspended Consideration if the Put Option or IPO Transaction has occurred, upon receipt of notice of such request of M. de Boer, accompanied by satisfactory evidence of the amount of thx Xxxxx xxen due; provided, that the amount accelerated hereunder will not exceed the amount of any such liability for Taxes less the aggregate amount of the cash portion of the Consideration paid at Closing. Tanox shall make any accelerated payment of cash due hereunder within 10 days prior to the date payment of any such Taxes is due.
