Common use of Allocations for Federal Income Tax Purposes Clause in Contracts

Allocations for Federal Income Tax Purposes. Buyer and Seller acknowledge that, under Section 1060 of the Code, Buyer and Seller must report information regarding the allocation of the Base Purchase Price, Assumed Liabilities and any other amounts treated as consideration for federal Income Tax purposes (collectively, the “Allocation Amount”) to the United States Secretary of Treasury by attaching Department of Treasury, Internal Revenue Service, Form 8594 to their federal Income Tax returns for the Tax period that includes the Closing Date, or other applicable Internal Revenue Service forms. Buyer and Seller agree that the Allocation Amount shall be allocated for Tax purposes among each class of assets provided for in Treasury Regulations Section 1.338-6 as described in Schedule 9.8. Such allocation shall be revised in a manner consistent with Section 1060 of the Code, or other applicable provisions of the Code, to take into account any adjustments to the Base Purchase Price under this Agreement, including any indemnification payments under Article XIV. Buyer and Seller shall each prepare their respective Forms 8594, or other applicable Internal Revenue Service forms, with respect to the Transaction in a manner consistent with such allocation, as adjusted. The Parties shall not take any Income Tax position (whether in audits, on Tax Returns, or otherwise) that is inconsistent with such allocation unless required to do so by applicable Law; provided, however, that no Party shall be unreasonably impeded in its ability and discretion to negotiate, compromise, and/or settle any Tax audit, claim, or similar proceedings in connection with such allocation.

Allocations for Federal Income Tax Purposes. Buyer and Seller acknowledge that, under The Parties recognize that this transaction is subject to the reporting requirements of Section 1060 of the CodeCode and the Treasury Regulations thereunder, Buyer and Seller must report information regarding and, therefore, that an IRS Form 8594 (or applicable successor form) will be filed by the allocation of Parties. The Parties agree that the Base Purchase Price, Assumed Liabilities and any other amounts treated as consideration for federal Income Tax purposes (collectively, the “Allocation Amount”) to the United States Secretary of Treasury by attaching Department of Treasury, Internal Revenue Service, Form 8594 to their federal Income Tax returns for the Tax period that includes the Closing Date, or other applicable Internal Revenue Service forms. Buyer and Seller agree that the Allocation Amount shall be allocated for among the Assets in accordance with an allocation in a manner consistent with Schedule 9.8 to the extent allowable under Tax purposes among each class Law (the “Allocation”), which shall be prepared by Seller and delivered to Buyer within 30 days following the final determination of assets provided for in Treasury Regulations Section 1.338-6 as described in Schedule 9.8the Base Purchase Price. Such allocation The Allocation shall be revised in a manner consistent with Section 1060 of the Code, Code or other applicable provisions of the Code, Code to take into account any adjustments to the Base Purchase Price under this Agreement, including any indemnification payments under Article XIV. Buyer If the Parties, acting reasonably and Seller in good faith over the subsequent 30 days, agree on the Allocation or any revisions thereto, the Parties shall each prepare report (and cause their respective Forms 8594, or other applicable Internal Revenue Service forms, Affiliates to report) the transactions contemplated by this Agreement consistently with respect 38 such agreed Allocation to the Transaction in a manner consistent with such allocationapplicable taxing authorities, as adjusted. The Parties including IRS Form 8594 (or applicable successor form) and any other information or Tax Returns or supplement thereto required to be filed under Section 1060 of the Code, and neither Party shall not file (or cause their Affiliates to file) any Tax Return or otherwise take any Income position for Tax position (whether in audits, on Tax Returns, or otherwise) purposes that is inconsistent with such allocation unless required the Allocation except with the agreement of the other Party. Each Party shall promptly notify the other in writing upon receipt of notice of any pending or threatened Tax audit or assessment challenging the agreed Allocation, and neither Party shall agree to do so any proposed adjustment to the allocations contained in the Allocation by applicable Lawany Taxing authority without first giving to the other Party prior written notice; provided, however, that no Party shall be unreasonably impeded in its ability and discretion to negotiate, compromise, and/or settle any Tax audit, claim, or similar proceedings in connection with such allocation.

Allocations for Federal Income Tax Purposes. Buyer and Seller acknowledge that, under The Parties recognize that this transaction is subject to the reporting requirements of Section 1060 of the CodeCode and the Treasury Regulations thereunder, Buyer and Seller must report information regarding and, therefore, that an IRS Form 8594 (or applicable successor form) will be filed by the allocation of Parties. The Parties agree that the Base Purchase Price, Assumed Liabilities and any other amounts treated as consideration for federal Income Tax purposes (collectively, the “Allocation Amount”) to the United States Secretary of Treasury by attaching Department of Treasury, Internal Revenue Service, Form 8594 to their federal Income Tax returns for the Tax period that includes the Closing Date, or other applicable Internal Revenue Service forms. Buyer and Seller agree that the Allocation Amount shall be allocated for among the Assets in accordance with an allocation in a manner consistent with Schedule 9.8 to the extent allowable under Tax purposes among each class Law (the “Allocation”), which shall be prepared by Seller and delivered to Buyer within 30 days following the final determination of assets provided for in Treasury Regulations Section 1.338-6 as described in Schedule 9.8the Base Purchase Price. Such allocation The Allocation shall be revised in a manner consistent with Section 1060 of the Code, Code or other applicable provisions of the Code, Code to take into account any adjustments to the Base Purchase Price under this Agreement, including any indemnification payments under Article XIV. Buyer If the Parties, acting reasonably and Seller in good faith over the subsequent 30 days, agree on the Allocation or any revisions thereto, the Parties shall each prepare report (and cause their respective Forms 8594, or other applicable Internal Revenue Service forms, Affiliates to report) the transactions contemplated by this Agreement consistently with respect such agreed Allocation to the Transaction in a manner consistent with such allocationapplicable taxing authorities, as adjusted. The Parties including IRS Form 8594 (or applicable successor form) and any other information or Tax Returns or supplement thereto required to be filed under Section 1060 of the Code, and neither Party shall not file (or cause their Affiliates to file) any Tax Return or otherwise take any Income position for Tax position (whether in audits, on Tax Returns, or otherwise) purposes that is inconsistent with such allocation unless required the Allocation except with the agreement of the other Party. Each Party shall promptly notify the other in writing upon receipt of notice of any pending or threatened Tax audit or assessment challenging the agreed Allocation, and neither Party shall agree to do so any proposed adjustment to the allocations contained in the Allocation by applicable Lawany Taxing authority without first giving to the other Party prior written notice; provided, however, that no Party shall be unreasonably impeded in its ability and discretion to negotiate, compromise, and/or settle any Tax audit, claim, or similar proceedings in connection with such allocation.

Allocations for Federal Income Tax Purposes. Buyer and Seller acknowledge that, under Section 1060 of the Code, Buyer and Seller must report information regarding the allocation of the Base Purchase Price, the Assumed Liabilities Liabilities, and any other amounts treated as consideration for federal Income Tax purposes (collectively, the “Allocation Amount”) to the United States Secretary of Treasury by attaching Department of Treasury, Internal Revenue Service, Form 8594 to their federal Income Tax returns for the Tax period that includes the Closing Date, or other applicable Internal Revenue Service forms. Buyer and Seller agree that the Allocation Amount shall be allocated for Tax purposes among each class of assets provided for in Treasury Regulations Section 1.338-6 as described in Schedule 9.86. Buyer will provide an allocation of such Allocation Amounts among the classes of assets within 90 days after the Closing Date. Such allocation shall be revised in a manner consistent with Section 1060 of the Code, or other applicable provisions of the Code, Code to take into account any adjustments to the Base Purchase Price under this Agreement, including any indemnification payments under Article XIVXV. Buyer and Seller shall each prepare their respective Forms 8594, or other applicable Internal Revenue Service forms, 8594 with respect to the Transaction in a manner consistent with such allocation, as adjusted. The Parties shall not take any Income Tax position (whether in audits, on Tax Returns, or otherwise) that is inconsistent with such allocation unless required to do so by applicable Law; provided, however, that no Party shall be unreasonably impeded in its ability and discretion to negotiate, compromise, and/or settle any Tax audit, claim, or similar proceedings in connection with such allocation.

Allocations for Federal Income Tax Purposes. Buyer and Seller acknowledge that, under Section 1060 of the Code, Buyer and Seller must report information regarding the allocation of the Base Purchase Price, Assumed Liabilities and any other amounts treated as consideration for federal Income Tax purposes (collectively, the “Allocation Amount”) to the United States Secretary of Treasury by attaching Department of Treasury, Internal Revenue Service, Form 8594 (or other applicable Internal Revenue Service forms) to their federal Income Tax returns for the Tax period that includes the Closing Date, or other applicable Internal Revenue Service forms. Buyer and Seller agree that the Allocation Amount shall be allocated for Tax purposes among each class of assets provided for in Treasury Regulations Section 1.338-6 as described in Schedule 9.8. Such allocation shall be revised in a manner consistent with Section 1060 of the Code, Code or other applicable provisions of the Code, Code to take into account any adjustments to the Base Purchase Price under this Agreement, including any indemnification payments under Article XIV. Buyer and Seller shall each prepare their respective Forms 8594, 8594 or other applicable Internal Revenue Service forms, forms with respect to the Transaction in a manner consistent with such allocation, as adjusted. The Parties shall not take any Income Tax position (whether in audits, on Tax Returns, or otherwise) that is inconsistent with such allocation unless required to do so by applicable Law; provided, however, that no Party shall be unreasonably impeded in its ability and discretion to negotiate, compromise, and/or settle any Tax audit, claim, or similar proceedings in connection with such allocation.