Assignment of Value. Buyer and Seller shall use their best efforts to comply with the applicable requirements of the Internal Revenue Code of 1986, as amended (the "Code"), by preparing a schedule to be executed at the Closing (defined below) reflecting the allocation of the total price paid to the respective Assets, which allocation shall be used by them in preparing their respective income tax returns; provided, that any failure to agree on such allocation shall not relieve either party of its obligations hereunder. Seller and Buyer agree that such allocation for all Real Property shall, at Buyer's option, be at fair market value, and that the total price paid by Buyer which exceeds the net book value of the Assets will be allocated to goodwill.
Assignment of Value. Buyer and Seller will use their best efforts to comply with the applicable requirements of the Internal Revenue Code of 1986, as amended (the "CODE"), by preparing a schedule to be executed at the Closing reflecting the allocation of the Purchase Price to the respective Assets, which allocation will be used by them in preparing their respective income tax returns; provided, that any failure to agree on such allocation will not relieve either party of its obligations hereunder.
Assignment of Value. Attached as Schedule 1.06 is a schedule reflecting the allocation of the Purchase Price to the respective Assets, which allocation shall be reflected on IRS Form 8594 (Asset Acquisition Statement under Section 1060) and will be used by Seller and Buyer in preparing their respective tax returns.
Assignment of Value. Supplier and Polychem shall use their best efforts to comply with the applicable requirements of the Internal Revenue Code of 1986, as amended (the "Code"), by preparing a schedule to be executed following the transfer of the Assets to Supplier reflecting the allocation of the Purchase Price to the respective Assets, which allocation shall be used by them in preparing their respective income tax returns; provided, that any failure to agree on such allocation shall not relieve either party of its obligations hereunder.
Assignment of Value. Within thirty (30) days after the applicable Closing Date, Buyer shall prepare and deliver to Seller a draft allocation of the purchase price consideration (as computed for federal income tax purposes) among the Purchased Assets in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”). Each such allocation shall (i) take into account the Base Purchase Price for Dealership Assets and Purchase Price for Owned Real Property as set forth on Exhibit A, (ii) value RV Inventory as computed in accordance with Schedule 3.1, and (iii) value all fixed assets other than real property at Book Value (as defined below). Seller shall have twenty (20) days to review and provide proposed revisions to Buyer, and Sxxxxx and Bxxxx shall negotiate in good faith to resolve any differences. If Sxxxxx and Bxxxx are unable to agree on the allocation within twenty (20) days after delivery of the Seller’s proposed revisions, the dispute shall be submitted to an independent nationally recognized accounting firm selected by Seller and Buyer. Such allocation, as so finalized, shall constitute the “Purchase Price Allocation” and shall therefore be adjusted for subsequent adjustments to the Purchase Price. The parties hereto shall utilize the Purchase Price Allocation for all tax reporting purposes, and if any state or federal taxing authority challenges the Purchase Price Allocation, Buyer and Sellers shall cooperate in good faith in responding to such challenge and each party shall give prompt written notice to the other party of any such challenge. The Purchase Price Allocation shall be reflected on Internal Revenue Service (“IRS”) Form 8594, which completed form Buyer and Sellers shall file separately with the IRS pursuant to the requirements of Section 1060 of the Code. For purposes of this Section 3.3, “Book Value” of an asset means the book value of such asset as shown on the applicable Seller’s financial accounting books and records as carried forward to the Closing Date in a manner consistent with such Seller’s past practices.
