Assignment of Value Sample Clauses

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 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.
Sample 1
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.
Sample 1
Assignment of Value. Buyer and Seller will use their commercially reasonable efforts to comply with the applicable requirements of the Internal Revenue Code of 1986 and the regulations promulgated thereunder, 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 reflected on IRS Form 8594 (Asset Acquisition Statement under Section 1060) and 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.
Sample 1
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.
Sample 1
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.
Sample 1
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.
Sample 1

Related to Assignment of Value

  • Assignment, Etc The Holder may assign or transfer this Note to any transferee at its sole discretion. This Note shall be binding upon the Company and its successors and shall inure to the benefit of the Holder and its successors and permitted assigns.

  • Assignment of Contract A. No assignment by a party hereto of any rights under or interests in the Contract will be binding on another party hereto without the written consent of the party sought to be bound; and, specifically but without limitation, moneys that may become due and moneys that are due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Contract Documents.

  • Assignment of Contracts (a) Notwithstanding anything to the contrary set forth herein, to the extent that any of the Assigned Contracts or Acquired Authorizations that constitute an Acquired Asset are not assignable or transferable without the consent of the issuer thereof or the other party thereto or any third party including, without limitation, a Governmental Authority (the "Nonassignable Assets"), this Agreement shall not constitute an assignment or transfer of the Nonassignable Assets if such assignment or transfer or attempted assignment or transfer would constitute a breach thereof or a violation of any Law. Seller shall use reasonable efforts, at reasonable cost to Seller, to obtain any consents or waivers necessary to any such assignment. To the extent that such consents or waivers are not obtained by Seller on or before the Closing, Seller agrees to cooperate with Purchaser and to take such reasonable actions, at reasonable cost to Seller, as Purchaser may reasonably request in order to secure any arrangement designed to provide for Purchaser the benefits of such Nonassignable Assets. Seller shall further assign and deliver to Purchaser any net proceeds or net receivables by Seller pursuant to the Nonassignable Assets except and to the extent that Seller has previously provided Purchaser with the benefits of such proceeds or receivables or to the extent the assignment is not permitted under the Nonassignable Assets. In connection therewith, Seller shall enforce, for the benefit of Purchaser, any and all material rights of Seller against such issuer or such other party or parties, to the extent reasonably permitted. (b) To the extent Purchaser receives the benefit of any Nonassignable Asset pursuant to Section 2.06(a), Purchaser agrees to assume and discharge any liability or obligation related to the benefits of such Nonassignable Asset.

  • Assignment Fee Unless the assignment shall be to an affiliate of the assignor or the assignment shall be due to merger of the assignor or for regulatory purposes, either the assignor or the assignee shall remit to Agent, for its own account, an administrative fee of Three Thousand Five Hundred Dollars ($3,500).

  • ASSIGNMENT/SUB-CONTRACTING The Contractor agrees that he will not sell, assign or transfer this Agreement or any part thereof or interest therein without the prior written consent of the Owner.

  • ASSIGNMENT/SUBCONTRACT Contractor will not assign, sell, transfer, subcontract or sublet rights, or delegate responsibilities under this contract, in whole or in part, without the prior written approval of SUU.

  • Assignment of Account We may sell, assign, pledge or transfer this Agreement (including any addendum to this Agreement), your account or an interest in your account to a third party without notice to you. In the absence of a notice of such sale or transfer, you must continue to make all required payments to us in accordance with your billing statement.

  • SUBLET/ASSIGNMENT The Lessee may not transfer or assign this Lease, or any right or interest hereunder or sublet said leased Premises or any part thereof without first obtaining the prior written consent and approval of the Lessor.

  • ASSIGNMENT LIMITATION This Contract shall be binding upon and inure to the benefit of the parties and their successors and assigns; provided, however, that neither party shall assign its obligations hereunder without the prior written consent of the other.

  • Special Assignment Pay The Chief of Police shall have complete discretion to pay two percent (2%) special assignment pay incentive which will be added to the base salary of persons in the Bargaining Unit.