Asset Acquisition Statement. To the extent allowable by Law, amounts payable in respect of the Parties’ indemnification obligations shall be treated as an adjustment to the Purchase Price. Buyer and Seller shall cooperate in the preparation of a supplemental Asset Acquisition Statement as required by Section 2.10
Asset Acquisition Statement. The parties shall each file Internal Revenue Service Form 8594 in a timely manner after the Closing Date and in accordance with the purchase price allocation determined in accordance with Section 2(a) hereof.
Asset Acquisition Statement. The parties shall have agreed on the Asset Acquisition Statement as contemplated by Section 2.3.1.
Asset Acquisition Statement. Not later than fifteen (15) days prior to the Closing, Buyer shall propose to Seller a statement allocating the aggregate amount of the consideration received (within the meaning of Code Section 1060) among the Assets (the "Asset Acquisition Statement"). The Asset Acquisition Statement shall be prepared in accordance with Code Section 1060 and the regulations thereunder. Prior to Closing, the parties shall agree, in a manner mutually acceptable to the parties, to a final Asset Acquisition Statement, subject to revision only pursuant to Section 2.4.5 hereof or by mutual agreement of the parties.
Asset Acquisition Statement. Each Buyer Party shall prepare and deliver to Seller when available a draft allocation schedule, together with accompanying draft exhibits, if any (collectively, the “Asset Acquisition Statement”), allocating the sum of such Buyer Party’s respective portion of the Cash Purchase Price, the fair market value of the ERPOP Equity Consideration as of the Initial Closing (in the case of ERPOP), the fair market value of the AVB Equity Consideration as of the Initial Closing (in the case of AVB), such Buyer Party’s respective portion of the Assumed Liabilities and such Buyer Party’s respective portion of all other liabilities treated as purchase price for federal income tax purposes among the Transferred Assets and the Transferred Subsidiary Assets acquired by such Buyer Party. The content of the Asset Acquisition Statement shall not be binding on any party and the Buyer Parties shall in no event be prohibited from using different allocations than presented therein. The Buyer Parties shall use reasonable efforts to provide the Asset Acquisition Statement prior to the due date of any material income Tax Returns of Seller for which such Asset Acquisition Statement is required. Nothing in this Agreement (including the values set forth on Schedule 2.5 or Schedule 2.6, which the Parties acknowledge are merely for the purposes of implementing the closing conditions and transaction steps for the transactions contemplated by this Agreement) shall be treated by the Parties as an agreement or a deemed agreement as to the allocation of the Purchase Price to any of the Transferred Assets or any of the Transferred Subsidiary Assets for income Tax purposes and the Parties shall be free to file any income Tax Return allocating the Purchase Price to any acquired Transferred Assets or Transferred Subsidiary Assets as each determines in its sole discretion.
Asset Acquisition Statement. The parties agree that they will allocate the Purchase Price as set forth herein on the Asset Acquisition Statement reported to the Internal Revenue Service on Internal Revenue Form 8594.
Asset Acquisition Statement. At a mutually-agreeable time following theClosing, the parties shall cooperate to prepare and file coordinated Asset Acquisition Statements (IRS Form 8594) of Seller and Buyer.
Asset Acquisition Statement. Prior to the Closing, the parties agree to jointly prepare and file the Asset Acquisition Statement on Form 8594, as required by the Internal Revenue Service, and to use commercially reasonable methods to determine the allocation of the Consideration to be disclosed therein.
Asset Acquisition Statement. Within 60 days after the --------------------------- Closing Date, Purchaser will provide to Seller copies of IRS Form 8023 and any required exhibits thereto (the "Asset Acquisition Statement") with Purchaser's proposed allocation of the Purchase Price among the assets and Liabilities of the Subsidiaries. In connection therewith, Purchaser may obtain an independent appraisal as to any of the assets and Liabilities of any Subsidiary at its expense, which appraisal will be made available to Seller if requested. Within 60 days after the receipt of such Asset Acquisition Statement, Seller will propose to Purchaser any changes to such Asset Acquisition Statement or will be deemed to have indicated its concurrence therewith. Thereafter, Purchaser will provide to Seller from time to time revised copies of the Asset Acquisition Statement (each, a "Revised Statement") so as to report any matters on the Asset Acquisition Statement that require updating. Within 30 days after the receipt of any Revised Statement, Seller will propose to Purchaser in writing any changes to such Revised Statement or will be deemed to have indicated its concurrence therewith. Purchaser and Seller will endeavor in good faith to resolve any differences with respect to the Asset Acquisition Statement or any Revised Statement within 30 days after Purchaser's receipt of notice of suggested changes from Seller.
Asset Acquisition Statement. Purchaser shall have received the completed Asset Acquisition Statement described in Section 2.3 hereof, or a schedule thereof acceptable to Purchaser, in either or each case executed by Seller.
