Allocation of Total Consideration. The Total Consideration shall be allocated among the Partnership Interests in a manner reasonably determined by the Operating Partnership. The Operating Partnership and Contributor agrees to (i) be bound by the allocation, (ii) act in accordance with the allocation in the preparation of financial statements and filing of all tax returns and in the course of any tax audit, tax review or tax litigation relating thereto and (iii) take no position and cause their Affiliates to take no position inconsistent with the allocation for income tax purposes.
Allocation of Total Consideration. The Total Consideration shall be allocated among the assets of the Company in accordance with Section 1060 of the Code, and the applicable Treasury Regulations promulgated thereunder (the “Allocation”). Within one hundred twenty (120) calendar days following the Closing, the Sellers shall provide the Buyer with a draft of the Allocation, which Allocation shall provide that (A) with respect to any asset that is plant, property or equipment or other depreciable tangible property, an amount equal to such asset’s tax basis shall be allocated and (B) with respect to any asset that is an accounts receivable or similar asset, an amount equal to the cost of the asset shall be allocated. Within thirty (30) calendar days following delivery of such draft Allocation, the Buyer may deliver a written protest to the Sellers of any disagreement that the Buyer may have as to the draft Allocation, except to the extent such disagreement is inconsistent with the requirements of Section 1060 of the Code; provided, that if Buyer proposes that the value ascribed to the assets described in clause (A) of the immediately preceding sentence are any amounts other than the tax basis of each such asset, such valuation shall be supported by a third-party appraisal prepared by an appraiser mutually acceptable to Sellers and Buyer. The parties shall make reasonable, good faith efforts to agree to a final Allocation (and Sellers shall agree to the portion of the Allocation determined by an appraisal pursuant to the immediately preceding proviso). If the parties are unable to resolve any such disagreement, Buyer and the Sellers shall each submit their proposed Total Consideration allocations to the Accounting Firm, who shall resolve any such disputes between the parties. Buyer shall bear fifty percent (50%) and Sellers shall bear fifty percent (50%) of the fees and expenses of the Accounting Firm and any appraiser related to the resolution of such dispute; provided, that if an appraisal is obtained at the request of Buyer but not used in any material respect, Buyer shall bear 100% of such fees and expenses. Each of the Buyer and the Sellers shall timely make any Tax filings required by applicable U.S. federal, state and/or local Laws with respect to the Allocation. Each of the Parties and their respective Affiliates shall, unless otherwise required by a final “determination” (within the meaning of Section 1313(a) of the Code), (i) timely file any forms and Tax Returns required to be filed i...
Allocation of Total Consideration. The Total Consideration shall be allocated in its entirety among the Purchased Assets in accordance with Schedule 4.13, which shall be agreed upon by the parties at or prior to the Closing and as required by Section 1060 of the Code and Treasury Regulations promulgated thereunder and any foreign laws. After the Closing, the parties shall make consistent use of the allocation, fair market value, and useful lives specified in Schedule 4.13 for all tax purposes and in all filings, declarations, and reports with the IRS in respect thereof, including the reports to be filed under Section 1060 of the Code. Buyer shall prepare and deliver IRS Form 8594 to Company and Stockholders within 45 days after the Closing Date to be filed with the IRS. Each party shall timely file an IRS Form 8594 reflecting the purchase price allocation as set forth on Schedule 4.13 for the taxable year that includes the Closing Date and make any timely filing required by applicable state or local laws. Neither party shall take any position or permit any of its affiliates to take any position inconsistent with the allocation set forth in Schedule 4.13 in the filing of any Tax Returns or in the course of any audit by any taxing authority, tax review, or tax proceeding relating to any Tax Returns. In any proceeding related to the determination of any Tax, neither party shall contend or represent that such allocation is not a correct allocation.
Allocation of Total Consideration. The Purchase Price, as adjusted pursuant to Section 4.2(d), shall be allocated as agreed between the parties as soon as practicable after the Closing. Buyer shall prepare and deliver to Seller a written statement setting forth Buyer’s good faith allocation together with such supporting materials as will allow Seller to reasonably evaluate the proposed allocation and any other materials reasonably requested by Seller within thirty (30) days after determination of Final Working Capital. The Purchase Price allocation shall become final and binding upon the parties thirty (30) days following Seller’s receipt thereof, unless Seller shall give written notice of its disagreement (a “Notice of Allocation Disagreement”) to Buyer prior to such date. Any Notice of Allocation Disagreement shall specify in reasonable detail the nature and dollar amount of any disagreement so asserted. If a timely Notice of Allocation Disagreement is received by Buyer, then the allocation shall become final and binding upon the date the parties resolve in writing any differences they have with respect to the matters specified in the Notice of Allocation Disagreement. The parties agree that the allocations described in this Section 4.3 shall be used by them and respected for all income tax purposes, if in conformance with the rules and regulations of the Code, and that the parties shall follow such allocations for all initial income tax reporting purposes, including Form 8594 to be filed pursuant to the Code.
Allocation of Total Consideration. (a) Concurrently with the transmission of the Closing Statement pursuant to Section 2.5(c), Buyer will prepare and deliver to Seller a copy of IRS Form 8594 and any required exhibits thereto allocating the Total Consideration (as of such date) among the Purchased Assets, the Assumed Liabilities and the Business in accordance with Section 1060 of the Code and applicable Law (the “Initial Allocation”). Seller shall have 60 days from the receipt of the Initial Allocation to provide comments to Buyer with respect to the Initial Allocation. Buyer and Seller shall use reasonable efforts to resolve any disputes with respect to the Initial Allocation. Any disputes that have not been resolved within 30 days of Buyer’s receipt of Seller’s comments on the Initial Allocation shall be resolved pursuant to the resolution mechanism contained in Section 2.5(d). The Initial Allocation as finalized pursuant to this Section 1.5(a) is referred to as the “Allocation Statement.”
Allocation of Total Consideration. The Total Consideration, the Assumed Liabilities and any other amounts treated as consideration pursuant to applicable Law shall be allocated among the Sold Assets using the methodology set forth on Schedule 2.5 (the “Allocation”). The Buyer shall deliver to the Seller a proposed Allocation of the amount allocated among the Sold Assets and Assumed Liabilities no later than ninety (90) days after the Closing Date, and the Seller will provide any written comments, questions or objections with respect thereto no later than thirty (30) days after the delivery of the proposed Allocation. The Parties shall cooperate in good faith to resolve any dispute regarding the Allocation. The Parties agree that the Allocation of the Total Consideration pursuant to Schedule 2.5 is in accordance with the fair market value of such Sold Assets and Assumed Liabilities and Section 1060 of the Code and, to the extent not inconsistent therewith, any other applicable Tax Law. The Parties shall cooperate to comply with all substantive and procedural requirements of Section 1060 of the Code and any Treasury Regulations thereunder and, to the extent not inconsistent therewith, any other applicable Tax Law, and the Allocation shall be adjusted and/or supplemented if, and to the extent, necessary to comply with the requirements of Section 1060 of the Code. Neither the Buyer nor the Seller will take, nor permit any 18 Affiliate to take, any position inconsistent with the Allocations as finally determined by the Parties or, if applicable, such adjusted or supplemental allocation. Each of the Seller and the Buyer agrees that it shall attach to its Tax Returns for the tax year in which the Closing shall occur an information statement on Form 8594, which shall be completed in accordance with the allocations set forth on Schedule 2.5, and shall, and shall cause their respective Affiliates to, cooperate with each other in preparing and filing any supplements to such form as may be required under Section 1060 of the Code and any other applicable Tax Law. The Parties agree to notify each other with respect to the initiation of any inquiry, claim, assessment, audit or Proceeding by any Taxing Authority relating to the allocations and agree to consult with each other with respect to any such inquiry, claim, assessment, audit or Proceeding by any Taxing Authority. 2.6
Allocation of Total Consideration. Buyer and Sellers will allocate the Total Consideration among the Acquired Assets in accordance with a schedule to be reasonably agreed by them prior to the Closing Date (the "ALLOCATION"). If the parties are not able to agree upon the Allocation prior to the Closing Date, then Buyer's allocation shall be the Allocation. The Allocation will be binding upon Buyer and Sellers and their respective successors and assigns, and none of the parties to this Agreement will take any position (whether in returns, audits or otherwise) that is inconsistent with the Allocation. Buyer and Sellers will report the purchase and sale of the Acquired Assets on all tax returns, including, without limitation, Form 8594 as provided for in section 1060 of the Code, in accordance with the Allocation and will cooperate in timely filing with the Internal Revenue Service their respective Forms 8594.
Allocation of Total Consideration. The Total Consideration shall be allocated among the Contributor and the Nominees as reflected in Exhibit D hereto and shall be allocated among the Properties as set forth in Annex C to Exhibit J hereto. The Operating Partnership and the Contributor agree to (i) be bound by the allocation, (ii) act in accordance with the allocation in the preparation of financial statements and filing of all tax returns and in the course of any tax audit, tax review or tax litigation relating thereto and (iii) take no position and cause their affiliates that they control to take no position inconsistent with the allocation for income tax purposes.
Allocation of Total Consideration. Not later than ninety (90) days after Closing, the Operating Partnership shall prepare and provide to the Contributor a schedule allocating the Total Consideration among the Company Interests as appropriate, in accordance with Section 1060 of the Code and the Treasury regulations thereunder (and any similar provisions of Tax law, as appropriate). The Contributor shall within fifteen (15) days after receipt of such allocation schedule give written notice to the Operating Partnership of agreement or disagreement with such allocation schedule. If the Contributor objects to the Operating Partnership’s allocation, then the Operating Partnership and the Contributor shall use commercially reasonable efforts to resolve the differences within fifteen (15) days after receipt of the objection of the Contributor. If the parties cannot agree on an allocation required hereby, the parties agree to submit the disputed allocations to a nationally recognized accounting firm for resolution. Neither party hereto shall take any action or position or cause its affiliates to take any action or position inconsistent for Tax purposes with the allocation schedule prepared in accordance with this Section 1.6, other than any inconsistencies that may arise with respect to any transfer Tax Returns agreed upon by the parties and filed at Closing.
Allocation of Total Consideration. The sum of (i) the Purchase Price, as adjusted pursuant to Sections 4.3(c) and 4.4, and (ii) the amount of any Assumed Liabilities that are treated as part of the consideration paid for the Purchased Assets for federal income tax purposes will be allocated among the Purchased Assets in accordance with Section 1060 of the Code and the rules and regulations promulgated thereunder and any similar provision of state, local and foreign law, as appropriate. Buyer shall provide Seller with a proposed schedule detailing such allocation within sixty (60) days following the determination of Final Inventory Cost (the “Allocation Schedule”), and Seller and Buyer shall use commercially reasonable efforts to mutually agree on a final allocation within sixty (60) days thereafter. The purchase price allocation shall be revised for any adjustments to the total consideration paid hereunder as necessary, as mutually agreed to by Seller and Buyer taking into account the character of, and events giving rise to, the adjustment. Except as otherwise required by law, the parties to this Agreement will file all Tax Returns in a manner consistent with the Allocation Schedule (as modified pursuant to the preceding sentence); provided, however, that nothing contained herein shall prevent Buyer or Seller or any of their Affiliates from settling any proposed deficiency or adjustment by any taxing authority based upon or arising out of the purchase price allocation, and none of Buyer, Seller or any of their Affiliates shall be required to litigate before any court, any proposed deficiency or adjustment by any taxing authority challenging such purchase price
