Allocations of Purchase Price. The parties have agreed to allocate to each Property a percentage of the Purchase Price (referred to herein as such Property’s “Allocated Share”) indicated for such Property in Column 2 of Exhibit “A-4.” The portion of the Purchase Price corresponding to each Property’s Allocated Share is set forth in Column 3 of Exhibit “A-4” and is referred to herein as such Property’s “Allocated Amount.” The parties have also agreed to allocate each Property’s Allocated Amount among the Real Property and the other items of property comprising such Property, which allocations are set forth on Exhibit “A-5” hereto. The Sellers and Purchaser shall use the foregoing allocations in preparing and filing federal, state and local tax returns, and in determining the amount of any transfer or recordation taxes payable in connection with the recordation of the Deeds.
Allocations of Purchase Price. The parties have agreed to allocate to each Property a percentage of the Purchase Price (referred to herein as such Property’s “Allocated Share”) indicated for such Property in Column 2 of Exhibit A-4. The portion of the Purchase Price corresponding to each Property’s Allocated Share is set forth in Column 3 of Exhibit A-4 and is referred to herein as such Property’s “Allocated Amount.” The Sellers and Purchaser shall use the foregoing allocations in preparing and filing federal, state and local tax returns, and in determining the amount of any transfer or recordation taxes payable in connection with the recordation of the Deeds.
Allocations of Purchase Price. After the Closing, Buyer shall provide to Shareholder copies of Internal Revenue Service Form 8594 and any required exhibits thereto with Buyer's proposed allocation of the purchase price among the Purchased Assets. Such allocation shall be based on the fair market value of each Purchased Asset at Closing and otherwise in a manner consistent with Section 1060 of the Code and the regulations thereunder. Within 30 days after the receipt of such Form 8594, Shareholder shall propose to Buyer any changes to such Form 8594 or shall indicate its concurrence therewith. The failure by Shareholder to propose any changes within such 30 days shall be deemed to be an indication of Shareholder's concurrence with such form as proposed by Buyer. Buyer and Shareholder shall endeavor in good faith to resolve any differences with respect to the items on Form 8594. Notwithstanding the foregoing, if Buyer and Shareholder are unable to resolve such differences, then such differences shall be resolved in accordance with Section 8.05.
Allocations of Purchase Price. As soon as practicable following the Closing Date (but in no event later than sixty (60) calendar days prior to the last date on which an IRS Form 8023 ("FORM 8023") can be filed to provide for the Elections) Seller shall prepare and deliver to Buyer, and Buyer and Seller shall agree on (i) an allocation of that portion of the Purchase Price (as adjusted pursuant to the operation of Section 2.02) attributable to the Clairol Shares pursuant to Section 1.01(d) among the assets of the Company and each U.S. Clairol Subsidiary and (ii) a completed Form 8023 and the required schedules thereto, providing for each election under Section 338(h)(10) of the Code and Section 1.338(h)(10)-1 of the Treasury Regulations.
Allocations of Purchase Price. To the extent required or necessary under the applicable Law of any jurisdiction, the Sellers and the Acquiror shall allocate the Purchase Price (and any Assumed Liabilities to the extent properly includable in determining the amount realized by the Sellers for tax purposes) among the Company, the Transferred Subsidiary, the Transferred JV, the Transferred Assets and the covenant set forth in Section 5.11(a) as specified in Section 7.02 of the Disclosure Letter (the “Purchase Price Allocation”). In accordance with such allocation, the Asset Sellers shall prepare and deliver to the Acquiror copies of Form 8594 and any required exhibits thereto. The Sellers shall prepare and deliver to the Acquiror revised copies of the Purchase Price Allocation so as to reflect any matters that need updating (including any adjustments to the Purchase Price) consistent with the agreed upon allocation. All income Tax Returns (including Form 8594) filed by the Acquiror and the Sellers shall be prepared consistently with the Purchase Price Allocation. Neither the Acquiror nor the Sellers shall, nor shall they permit their respective Affiliates to, take any position inconsistent with the Purchase Price Allocation.
Allocations of Purchase Price. Within thirty (30) days following the Closing Date, the Purchaser shall prepare a schedule of the allocation of the Purchase Price. Subject to the consent of the Seller, which shall not be unreasonably withheld, the Seller and Purchaser shall use and cause to be used such schedule of the allocation for all federal, state and local income tax purposes, including, without limitation, the preparation and filing of their respective counterparts of Form 8594 (or any other form hereafter mandated by the Internal Revenue Service ("IRS")) as required by the regulations under Section 1060 of the Internal Revenue Code of 1986, as amended ("Code").
Allocations of Purchase Price. The Parties agree to mutually agree upon an allocation of the Purchase Price to the Assets and to complete EXHIBIT 2(E) with such allocation as so determined. Seller and Purchaser further agree that (1) these allocations have been made as provided in Section 1060 of the Internal Code of 1986 (the "Code"), (2) each shall file Form 8594 (Asset Allocation Statement Under Section 1060) on a timely basis for reporting the allocation, (3) the filing shall be consistent with the allocations set forth on EXHIBIT 2(E), and (d) neither will take any position on its respective income tax return that is inconsistent with the allocation.
Allocations of Purchase Price. The Parties hereby agree that the Purchase Price shall be allocated first among the assets of Kali as follows: (i) first, to equipment in an amount equal to $2,650,000, (ii) second, in an amount equal to, and in accordance with, the tax adjusted bases (determined as of the Closing Date) of Kali's remaining tangible assets and (iii) third, the balance of the Purchase Price shall be treated as having been paid and shall be allocated to assets that qualify as "amortizable section 197 intangibles," including "goodwill" and "going concern value," under Code Section 197 and that are treated as capital assets under Code Section 1221; it being intended by the Parties that, subject to confirmation with the independent certified public accountant of PRI, the allocation of the Purchase Price among the respective assets of Kali, as set forth in this Section 7.4, shall reflect the current fair market values of Kali's assets as of the Closing Date. The Gross-Up and the Secxxx Level Gross-Up, as calculated under Section 2.5 hereof with respect to Kali, shall be allocated to such assets of Kali as qualify as "xmortizable section 197 intangibles," incluxxxx "goodwill" and "going concern value," under Code Section 197 and that are treated as capital assets under Code Section 1221. At such time as the Closing Certificate shall become final in accordance with Section 2.4(c) hereof, the independent certified public accountant of PRI shall provide to PRI and Kali a completed IRS Form 8883 (the "Asset Allocation Statement Under Section 338"), reflecting the allocation of the Purchase Price, including the Gross-Up and the Second Level Gross-Up, among the various Classes of Assets (as set forth in such Form 8883) of Kali in accordance with the principles set forth in this Section 7.4. In addition to receiving its own Form 8883 from the independent public accountant of PRI, Kali shall receive from such accountant copies of the Form 8883 to be filed by PRI, and PRI shall receive from such accountant copies of the Form 8883 to be filed by Kali. The allocation of the Purchase Price among the assets of Kxxx, as set forth in the Form 8883 prepared by such accountant, xxall be binding on the Parties hereto, and the Parties shall not take a position inconsistent therewith for income tax purposes. For purposes of determining the "aggregate deemed sales price" and "adjusted grossed-up basis" for purposes of Code Section 338 and the Treasury Regulations, the Purchase Price allocated to, and ...
Allocations of Purchase Price. On the Closing Date, Buyer and Seller shall mutually agree to an allocation of the Purchase Price between all the Assets.
Allocations of Purchase Price. The Buyer and Seller agree that the Purchase Price and the applicable Buyer shall be allocated in accordance with Schedule 2.6. The parties hereto agree that they will not take a position inconsistent with this Section for Federal income tax purposes.
