Allocation Reporting. 6 Section 2.06
Allocation Reporting. Apple and Seller agree to report the allocation of the Acquisition Consideration among the Acquired Assets, the Service Agreement and the covenant not to compete contained in Section 10.01 as Apple and Seller shall mutually determine. Apple shall advise Seller of such determination on or before December 31, 1997.
Allocation Reporting. Unless otherwise agreed in writing by the Purchaser and the Seller, (i) Schedule 2.4 hereto sets forth the allocations established by the Purchaser and the Seller of the Purchase Price (and any other items constituting consideration paid by the Purchaser or received by the Seller in connection with the disposition of the Acquisition Assets) among the Acquisition Assets; (ii) the allocations set forth on Schedule 2.4 hereto will be used by the Purchaser and the Seller as the basis for reporting asset values and other items for purposes of all required Tax Returns (including any Tax Returns required to be filed under Section 1060(b) of the Code and the Treasury regulations thereunder); and (iii) the Purchaser and the Seller shall not assert, in connection with any audit or other Proceeding with respect to Taxes, any asset values or other items inconsistent with the allocations set forth on Schedule 2.4 hereto.
Allocation Reporting. Schedule 1.05 sets forth the allocations established by Purchaser and Seller of the Purchase Price among the Assets, and in connection therewith:
(a) the allocations set forth on Schedule 1.05 are acknowledged by the parties to be the fair market value of the Assets and will be used by Purchaser and Seller as the basis for reporting asset values and other items for purposes of all required Tax Returns (as hereinafter defined) (including without limitation, any Tax Returns required to be filed under Section 1060(b) of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations promulgated thereunder) and Form 8594, if applicable;
(b) Purchaser and Seller shall not assert, in connection with any audit or other proceeding with respect to Taxes, any asset values or other items inconsistent with the allocations set forth on Schedule 1.05 hereto; and
(c) Any Post-Closing Adjustments shall result in an adjustment to the amount of the Purchase Price allocated to the intangible assets and/or goodwill of the Business.
Allocation Reporting. Unless otherwise agreed in writing by the Parties, (a) Schedule 1.5 hereto sets forth the allocations established by Buyer and Seller of the Purchase Price among the Purchased Assets; (b) the allocations set forth on Schedule 1.5 hereto will be used by Buyer and Seller as the basis for reporting asset values and other items for purposes of all required tax returns (including any tax returns required to be filed under Section 1060(b) of the Code and the treasury regulations thereunder); and (c) Buyer and Seller shall not assert, in connection with any audit or other proceeding with respect to taxes, any asset values or other items inconsistent with the allocations set forth on Schedule 1.5 hereto.
Allocation Reporting. Unless otherwise agreed in writing by Purchaser and Seller, (i) SCHEDULE 3.6 hereto sets forth the allocations established by Purchaser and Seller of the Purchase Price and the Assumed Liabilities (as hereinafter defined) (and any other items constituting consideration paid by Purchaser or received by Seller in connection with the disposition of the Acquisition Assets) among the Acquisition Assets; (ii) the allocations set forth on SCHEDULE 3.6 hereto will be used by Purchaser and Seller as the basis for reporting asset values and other items for purposes of all required Tax Returns (including any Tax Returns required to be filed under Section 1060(b) of the Code and the Treasury regulations thereunder); and (iii) Purchaser and Seller shall not assert, in connection with any audit or other proceeding with respect to Taxes, any asset values or other items inconsistent with the allocations set forth on SCHEDULE 3.6 hereto.
Allocation Reporting. No later than sixty (60) days after the final determination of the Net Working Capital (as hereinafter defined) of the Business on the Closing Date (as hereinafter defined), the Buyer shall prepare and deliver to the Sellers an allocation schedule (the “Allocation Schedule”) allocating the Purchase Price (which for purposes of this Section 1.5 shall include any Assumed Liabilities required to be treated as part of the purchase price for U.S. federal income Tax purposes) paid to the Sellers in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations promulgated thereunder. The Buyer’s proposed Allocation Schedule shall become final and binding upon the Parties unless the Sellers provide written notice to the Buyer of any objections to the Buyer’s proposed Allocation Schedule, stating in reasonable detail each disputed item, no later than twenty (20) days after the receipt by the Sellers of the Buyer’s proposed Allocation Schedule. The Buyer and the Sellers shall endeavor in good faith to resolve any such objections, and any such resolved objections shall be incorporated into the Allocation Schedule and be final and binding on the Parties. If the Buyer and the Sellers cannot resolve any disputed item, the unresolved disputed items shall be submitted to a mutually agreed upon independent accountant for final determination. Any adjustment of the Purchase Price (as hereinafter defined) pursuant to this Agreement shall be allocated among the Assets in a manner consistent with the Allocation Schedule. The Parties and each of their respective affiliates shall report, act, and file all Tax Returns (as hereinafter defined) (including IRS Form 8594) in all respects and for all purposes consistent with the Allocation Schedule. The Sellers shall timely and properly prepare, execute, file and deliver all such documents, forms, and other information as the Buyer may reasonably request in preparing the Allocation Schedule. No Party shall take any position (for any purpose) that is inconsistent with the Allocation Schedule unless required to do so by applicable law.
Allocation Reporting. Buyer and Seller agree to allocate the payments set forth in Section 1 among the Purchased Assets in accordance with Section 1060 of the Code, which allocation shall be prepared by Buyer within ninety (90) days after the Closing Date. If Seller disputes the allocation, Buyer and Seller shall cooperate in good faith to resolve any dispute. Should the parties fail to reach an agreement within thirty (30) days after Buyer’s delivery of such allocation to Seller, the determination of the allocation shall be made by X.
Allocation Reporting. Buyer and Seller agree to allocate the payments set forth in this Article II (including Assumed Obligations) among the Purchased Assets in accordance with Section 1060 of the Code, which allocation shall be prepared by Buyer within ninety (90) days after the Closing Date. If Seller Representative disputes the allocation, Buyer and Seller Representative shall cooperate in good faith to resolve any dispute. Should the parties fail to reach an agreement within thirty (30) days after Buyer's delivery of such allocation to Seller Representative, the determination of the allocation shall be made by Jaspers & Hall, PC whose decision shall be final. Buyer and Seller, in connection with their respective U.S. federal, state, and local tax returns and other filings (including without limitation Internal Revenue Service Form 8594), shall not take any position inconsistent with such treatment and allocation.
Allocation Reporting. Buyer and Sellers agree to report the allocation of the Purchase Price among the Purchased Shares and the Purchased Assets in the manner set forth on Schedule 3.7 (the “Allocation”). Each Party to this Agreement agrees to file all tax reports (including IRS Form 8594), returns, and claims and other statements consistent with the Allocation (and in particular to report the information required by Section 1060(b) of the Internal Revenue Code of 1986, as amended) in a manner consistent with the Allocation and shall not make any inconsistent written statement or take any inconsistent position on any returns, in any refund claim, during the course of any Internal Revenue Service (“IRS”) or other tax audit, for any financial or regulatory purpose, in any litigation or investigation or otherwise, so long as there exists a reasonable basis in law to maintain such position. Each Party to this Agreement shall notify the other Party if it receives notice that the IRS proposes any allocation different from the Allocation.