Payment of Purchase Price The Purchase Price shall be paid as follows:
THE PURCHASER AND PAYMENT OF PURCHASE PRICE 8.1 Immediately after the fall of the hammer and upon being declared the successful purchaser of the Property, the Purchaser shall execute the memorandum attached hereto (`the Memorandum’).
Allocation of Purchase Price Within thirty (30) days following the Closing Date, Buyers shall prepare and deliver to Sellers’ Representative an allocation for Tax purposes of the Cash Consideration and Equity Consideration (plus the Liabilities actually or deemed to be assumed for federal income tax purposes plus any other relevant items) among the assets of the Companies in a manner consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Allocation”); provided, that the Parties agree that, for purposes of the Allocation, an amount equal to $5,000 shall be allocated to the covenants and other obligations set forth in Section 6.4. The Allocation shall be subject to Sellers’ Representative’s review and comment; provided, that, if Sellers’ Representative shall have any one or more objections to the Allocation, Sellers’ Representative shall deliver a detailed statement describing its objections to Buyers within thirty (30) days after receiving the Allocation. Buyers shall consider in good faith any reasonable comments made by Sellers’ Representative to the Allocation that are timely received pursuant to the preceding sentence. Buyers shall prepare and deliver to Sellers’ Representative, from time to time, for Sellers’ Representative’s review and comment (and subject to the same procedures set forth above that apply to the Allocation), revised or supplemental copies of the Allocation (the “Revised Allocation”) so as to report any matters on the Allocation that need updating or as may be required by Section 1060 of the Code and the Treasury Regulations promulgated thereunder. The Allocation and any Revised Allocation (each as finally determined hereunder) shall be conclusive and binding upon Buyers, Sellers’ Representative, Sellers and Beneficial Owners for all Tax purposes, and the Parties agree that all Tax Returns (including IRS Form 8594 and any supplements thereto) shall be prepared in a manner consistent with (and the parties shall not otherwise take a Tax position on a Tax Return or otherwise that is inconsistent with) the Allocation and any Revised Allocation (each as finally determined hereunder) unless required by the IRS or any other applicable taxing authority.
Taxation of Purchases All State purchases must be invoiced tax free. An exemption certificate will be furnished upon request with respect to otherwise taxable items.