Allocation of the Purchase Price for Tax Purposes Sample Clauses

Allocation of the Purchase Price for Tax Purposes. (a) The Purchase Price and the Assumed Liabilities shall be allocated among the Purchased Assets in accordance with Section 1060 of the Tax Code and the Treasury Regulations thereunder in a manner consistent with an allocation schedule (the “Allocation Schedule”), which Allocation Schedule shall be prepared by Purchaser and provided to Sellers for their review and the parties’ mutual agreement within 120 days after the Closing Date. The parties shall cooperate reasonably in attempting to reach such a mutual agreement. If the Allocation Schedule is not mutually agreed upon within such period, the parties shall submit such dispute to an Independent Accounting Firm for a decision that shall be rendered in a timely manner in order to permit the timely filing of all applicable Tax forms. The Independent Accounting Firm’s review shall be final and binding on the parties except as otherwise required by a “determination” within the meaning of Section 1313(a) of the Tax Code or similar provision of other Tax law (a “Determination”). The fees and expenses of the Independent Accounting Firm shall be borne 50% by Sellers and 50% by Purchaser. The parties agree to adjust the Allocation Schedule as appropriate to reflect amounts released to Sellers from the Indemnity Escrow Account.
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Allocation of the Purchase Price for Tax Purposes. Seller may, in its discretion, make an allocation (the “Allocation”) of the Purchase Price, the Assumed Liabilities and other relevant items to the individual assets or classes of assets comprising the Transferred Assets in accordance with Section 1060 of the United States Internal Revenue Code of 1986, as amended (the “Code”). Buyer agrees not to make any filing or take any position with any Governmental Authority that is inconsistent with the Allocation.
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Allocation of the Purchase Price for Tax Purposes. The Sellers and Buyer agree that the consideration payable hereto shall be allocated among the Company’s assets solely for U.S. federal and applicable state and local income Tax purposes in accordance with the allocation schedule prepared pursuant to this Section 7.03(e) (the “Allocation Schedule”). The Allocation Schedule shall be prepared in accordance with the Code and the Treasury Regulations promulgated thereunder and in accordance with the purchase price allocation methodology set forth in Schedule 7.03(e)-(B) (the “Methodology Schedule”). A draft of the Allocation Schedule shall be prepared by the Company and delivered to Buyer and the Sellers’ Representative within 60 days following the Closing Date. If either Buyer or the Sellers’ Representative notifies the Company in writing that Buyer or the Sellers’ Representative objects to one or more items reflected in the Allocation Schedule, the Sellers’ Representative, Buyer and the Company shall negotiate in good faith to resolve such dispute. None of Buyer, any Seller, the WCAS Blocker or the Company shall file any U.S. federal, state, local and foreign tax returns in a manner that is inconsistent with the Allocation Schedule or the Methodology Schedule; provided that none of Buyer, the Company or their respective Affiliates shall have any liability to any Seller or the WCAS Blocker with respect to any administrative or judicial proceedings relating to the Allocation Schedule or the Methodology Schedule.
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Allocation of the Purchase Price for Tax Purposes. Purchaser and Sellers agree to confer as to the allocation of the Purchase Price for tax purposes. However, in the event that Purchaser and Sellers do not reach an agreement as to any such allocation as set forth on Schedule 2.7 hereto, then Purchaser and Sellers agree that the provisions of Section 12.11 hereof shall apply.
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Allocation of the Purchase Price for Tax Purposes. The parties hereto agree that the consideration payable hereto shall be allocated among the Company’s assets solely for U.S. federal and applicable state and local income Tax purposes in accordance with the allocation schedule prepared pursuant to this Section 7.03(e) (the “Allocation Schedule”). The Allocation Schedule shall be prepared in accordance with the Code and the Treasury Regulations promulgated thereunder and in accordance with the purchase price allocation methodology set forth in Schedule 7.03(e)-(B) (the “Methodology Schedule”). A draft of the Allocation Schedule shall be prepared by the Equity Holders and delivered to Buyer and the Company within sixty (60) days following the Closing Date. If, within thirty (30) days, either Buyer or the Company notifies the Sellers Representative in writing that Buyer or the Company objects to one or more items reflected in the Allocation Schedule, the Equity Holders, Buyer and the Company shall negotiate in good faith to resolve such dispute. In the event the Equity Holders, Buyer and the Company fail to so agree within thirty (30) days after either party’s notice of disagreement has been delivered, then Buyer and the Sellers’ Representative shall promptly engage an accounting firm of national reputation to resolve the dispute in a manner that accords with Schedule 7.03(e)-(B) attached hereto within sixty (60) days of the engagement. The fees and expenses of such accounting firm in connection with such engagement shall be borne 50% by Buyer and 50% by the WCAS Blocker Sellers and the Equity Holders (pro rata in proportion to each such Person’s entitlement to consideration pursuant to Section 1.04). None of Buyer, any WCAS Blocker Seller, the WCAS Blocker or the Company shall file any U.S. federal, state, local and foreign tax returns in a manner that is inconsistent with the Allocation Schedule or the Methodology Schedule; provided that none of Buyer, the Company or their respective Affiliates shall have any liability to any WCAS Blocker Seller or WCAS Blocker with respect to any administrative or judicial proceedings relating to the Allocation Schedule or the Methodology Schedule.
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Allocation of the Purchase Price for Tax Purposes. 7 Section 2.7. Apportionment of Real Estate Taxes, Rent, Utilities, Etc. 7 ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF SELLER 8
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Allocation of the Purchase Price for Tax Purposes. Attached hereto in Section 2.6 of the Disclosure Schedule is a schedule prepared in accordance with the provisions of the Code reflecting the allocation of Purchase Price proportionately among the Tower Assets (the “Tax Allocation Schedule”). Seller and Purchaser shall report the Purchase in accordance with the Tax Allocation Schedule and Section 1060 of the Code for purposes of all federal, state and local Tax Returns (including amended returns and claims for refund and the timely filing of IRS Form 8594) and information reports and shall not take, and shall cause their respective Affiliates, Representatives, successors and assigns not to take, any position on any federal, state or local Tax Return or report, inconsistent with such reporting position. Seller and Purchaser shall promptly give the other notice of any disallowance of or challenge to such reporting by any Authority.
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Allocation of the Purchase Price for Tax Purposes 
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Related to Allocation of the Purchase Price for Tax Purposes

  • Allocation of the Purchase Price (a) Within ninety (90) days after the final determination of the Final Purchase Price pursuant to Section 2.5, the Sellers will provide the Buyer with a statement (or statements) (the “Asset Acquisition Statement”) with the Sellers’ proposed allocation of the Final Purchase Price (plus any other amounts, including Assumed Liabilities, to the extent properly taken into account as consideration for applicable Tax purposes) among the Transferred Assets and, if applicable, the Ancillary Agreements and any other rights transferred hereunder or thereunder in accordance with Section 1060 of the Code (and any other applicable state, local or non-U.S. Law). The Buyer may, within thirty (30) days after receiving such Asset Acquisition Statement, propose to the Sellers in writing any changes to such Asset Acquisition Statement that are consistent with applicable Law (the “Allocation Notice of Objection”), and if the Buyer does not deliver such a Notice of Objection within such period, the Buyer shall be deemed to have accepted such proposed Asset Acquisition Statement and it shall become final and binding on the Parties. If the Buyer delivers a Notice of Objection, then the Buyer and the Sellers will endeavor in good faith to resolve any differences with respect to the Asset Acquisition Statement within thirty (30) days after the Sellers’ receipt of the Notice of Objection. If the Buyer and the Sellers are unable to resolve such differences, the matters in dispute shall be resolved by the Accounting Firm, which determination by such Accounting Firm shall be consistent with this Agreement. The fees, costs and expenses of the Accounting Firm shall be borne by the Buyer and the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered.

  • Adjustment for Tax Purposes The Company shall be entitled to make such reductions in the Conversion Price, in addition to those required by Section 4.6, as it in its discretion shall determine to be advisable in order that any stock dividends, subdivisions of shares, distributions of rights to purchase stock or securities or distributions of securities convertible into or exchangeable for stock hereafter made by the Company to its stockholders shall not be taxable.

  • Allocations for Tax Purposes (a) Except as otherwise provided herein, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Section 6.1.

  • Allocation of Purchase Price (a) No later than sixty (60) days after Closing or within a reasonable time thereafter as agreed by Sellers and Purchaser, Purchaser shall prepare and deliver to Sellers a proposed allocation of the Purchase Price (plus the Assumed Liabilities and any other Liabilities deemed assumed by the Purchaser for U.S. federal income Tax purposes) among the Transferred Assets which shall be prepared in a manner consistent with Section 1060 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) (the “Proposed Allocation Schedule”). After receipt of the Proposed Allocation Schedule from Purchaser, the Sellers shall have fifteen (15) days to review the Proposed Allocation Schedule. The Proposed Allocation Schedule will be considered final and binding on the Parties unless Sellers communicate to Purchaser objections to the Proposed Allocation Schedule (an “Allocation Dispute Notice”). Sellers and Purchaser shall, within ten (10) days (or such longer period as Sellers and Purchaser may agree in writing) following delivery of an Allocation Dispute Notice (the “Allocation Resolution Period”), attempt in good faith to resolve their differences and prepare a final allocation schedule that is acceptable to both Sellers and Purchaser. If Sellers and Purchaser are unable to completely resolve any such differences within such ten (10) day period, the unresolved issues (the “Allocation Dispute”) shall be resolved by the Accounting Firm in accordance with Section 1.5(b) (once so resolved, the “Final Allocation Schedule”), subject to approval by the Bankruptcy Court. Purchaser and Sellers shall file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with the Final Allocation Schedule and shall not take any position for Tax purposes (including on IRS Form 8594 or in any audit or other examination or proceeding relating to Taxes) inconsistent with this Section 1.5 unless required to do so by applicable Law.

  • Purchase Price; Allocation of Purchase Price (a) The purchase price for the Purchased Assets and the Shares (the “Purchase Price”) is $3,000,000,000 (three billion dollars) in cash. The Purchase Price shall be paid as provided in Section 2.09 and shall be subject to adjustment as provided in Sections 2.09 and 2.11. Seller shall be treated as receiving a portion of the Purchase Price as agent for its Affiliates actually selling the Purchased Assets and the Shares consistent with the allocation of the Purchase Price pursuant to the Allocation Statement.

  • Adjustments for Tax Purposes Any payments made pursuant to Section 2.04 shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by Law.

  • Purchase Price and Allocation The price payable by the Purchaser to the Vendor for the Assets shall be Five Million Dollars ($5,000,000) which the parties agree shall be allocated as follows:

  • Allocation of Purchase Payments The allocation of Purchase Payments is made in accordance with your selection made at the Issue Date. Unless you elect otherwise, subsequent Purchase Payments will be allocated in accordance with your initial selection. Allocation of the Purchase Payments is subject to the Allocation Requirements set forth on the Contract Schedule. If there are Joint Owners, unless we are instructed to the contrary, allocation instructions will be accepted from either one of the Joint Owners. ACCOUNT VALUE PROVISION ACCOUNT VALUE -- Your Account Value for any Business Day is the sum of your interests in the Subaccounts of the Separate Account as of such Business Day. The portion of your Account Value in a Subaccount is determined by multiplying the number of Accumulation Units allocated to the Contract for the Subaccount by the Accumulation Unit Value. ACCOUNT FEE -- We will deduct an Account Fee from your Account Value as set forth on the Contract Schedule. SEPARATE ACCOUNT PROVISIONS THE SEPARATE ACCOUNT -- The Separate Account is designated on the Contract Schedule and consists of assets, which are kept separate from our General Account assets and all of our other segregated asset accounts. The assets of the Separate Account, equal to reserves and other liabilities of your Contract and those of other owners who have an interest in the Separate Account, will not be charged with liabilities arising out of any other business we may do. The Separate Account assets are divided into Subaccounts. The assets of each Subaccount are allocated to an Investment Option. INVESTMENTS OF THE SEPARATE ACCOUNT -- Purchase Payments applied to the Separate Account are allocated to the Subaccounts of the Separate Account. We may, from time to time, add additional Investment Options. You may be permitted to transfer all or a portion of your Account Value to the additional Investment Option(s). However, the right to make any transfer will be limited by any terms and conditions in effect at the time of transfer. If the shares of any of the Investment Options become unavailable for investment by the Separate Account, or we deem further investment in these shares inappropriate, we may prohibit or otherwise limit further purchase of such shares or substitute shares of another Investment Option for shares already purchased under this Contract, subject to obtaining any necessary regulatory approvals. CHANGE IN OPERATION -- We reserve the right to transfer assets of the Separate Account to another account, and to modify the structure or operation of the Separate Account, subject to obtaining any necessary regulatory approvals. If we do so, we guarantee that such modification will not affect your Account Value. VALUATION OF ASSETS -- Assets of the Separate Account are valued at their fair market value in accordance with our procedures. ACCUMULATION UNIT -- Accumulation Units shall be used to account for all amounts allocated to or withdrawn from a Subaccount of the Separate Account as a result of Purchase Payments, withdrawals, transfers, or fees and charges. We will determine the number of Accumulation Units of a Subaccount purchased or canceled. This is done by dividing the amount allocated to (or the amount withdrawn from) the Subaccount, by the dollar value of one Accumulation Unit of the Subaccount as of the end of the Business Day during which the Notice for the transaction is received at the Annuity Service Office. ACCUMULATION UNIT VALUE -- The initial Accumulation Unit Value for each Subaccount was set by us. Subsequent Accumulation Unit values for each Subaccount are determined by multiplying the Accumulation Unit Value for the immediately preceding Business Day by the Net Investment Factor of the Subaccount for the current Business Day. The Accumulation Unit Value may increase or decrease from Business Day to Business Day. NET INVESTMENT FACTOR -- The Net Investment Factor for each Subaccount is determined by dividing A by B and multiplying by (1-C) where: A is (i) the net asset value per share of the Investment Option held by the Subaccount at the end of the current Business Day; plus

  • Determination of Purchase Price The Securities Administrator will be responsible for determining the Purchase Price for any Mortgage Loan that is sold by the Trust or with respect to which provision is made for the escrow of funds pursuant to this Section 2.03 and shall at the time of any purchase or escrow certify such amounts to the Depositor; provided that the Securities Administrator may consult with the Servicer to determine the Purchase Price unless the Servicer is the Purchaser of such Mortgage Loan. If, for whatever reason, the Securities Administrator shall determine that there is a miscalculation of the amount to be paid to the Trust, the Securities Administrator shall from monies in a Distribution Account return any overpayment that the Trust received as a result of such miscalculation to the applicable Purchaser upon the discovery of such overpayment, and the Securities Administrator shall collect from the applicable Purchaser for deposit to the Securities Account any underpayment that resulted from such miscalculation upon the discovery of such underpayment. Recovery may be made either directly or by set-off of all or any part of such underpayment against amounts owed by the Trust to such Purchaser.

  • Purchase Price Allocation (a) Notwithstanding anything to the contrary herein, the Purchase Price (plus Assumed Liabilities to the extent properly taken into account under the Code and the Treasury Regulations promulgated thereunder) shall be allocated among the Purchased Assets, (and, to the extent appropriate under applicable Law, the Sublease, the Real Property License and the licenses and covenant not to compete contained in the IP License Agreement) in accordance with applicable Law, including Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Allocation”) and in accordance with the principles set forth in Exhibit K. Purchaser shall provide Seller Parent with a preliminary Allocation no later than ninety (90) days after the Closing Date. If Seller Parent disagrees with any item reflected on the preliminary Allocation provided by Purchaser, Seller Parent shall notify Purchaser of such disagreement and its reasons for so disagreeing within thirty (30) days of receipt of such Allocation, in which case Seller Parent and Purchaser shall attempt to resolve in good faith the disagreement. If Seller Parent does not notify Purchaser of a disagreement within such thirty (30) day period, the preliminary Allocation prepared by Purchaser shall become the final Allocation. To the extent Seller Parent and Purchaser cannot agree on a mutually acceptable determination and/or allocation of the consideration within fifteen (15) days following Purchaser’s receipt of Seller Parent’s objections (if any), such determination and/or allocation shall be made by a nationally recognized firm of independent public accountants agreed upon by Seller Parent and Purchaser, within fifteen (15) days following the referral of the matter to such firm of independent public accountants) and whose decision shall be final and binding and whose expenses shall be shared equally by Seller Parent and Purchaser.

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