Determination and Allocation of Consideration. The parties hereto agree to determine the amount of and allocate the total consideration transferred to Seller pursuant to this Agreement (the “Consideration”) in accordance with the fair market value of the assets and liabilities of Holdco and shall prepare a schedule of Buyer’s adjustments under Section 743 of the Code. Seller shall provide Buyer and Holdco with one or more schedules allocating the Consideration and setting forth the Section 743 basis adjustment within 90 days after the Closing Date. If Buyer disagrees with any items reflected on the schedules so provided, Buyer shall notify Seller of such disagreement and its reasons for so disagreeing, in which case Seller and Buyer shall attempt to resolve the disagreement. To the extent Seller and Buyer cannot agree on a mutually acceptable determination and/or allocation of the Consideration and Section 743 adjustment, such determination and/or allocation shall be made by the CPA Firm, whose decision shall be final and binding and whose expenses shall be shared equally by Seller, on the one hand, and Buyer on the other hand. The determination and allocation of the Consideration and Section 743 adjustment derived pursuant to this Section 5.4(f) shall be binding on the parties hereto for all Tax reporting purposes.
Determination and Allocation of Consideration. Asset Seller and --------------------------------------------- Buyer agree to determine the amount of and allocate the total consideration transferred by Buyer to Asset Seller pursuant to this Agreement (the "Consideration") in accordance with the fair market value of the assets and liabilities transferred and in accordance with Section 1060 of the Code. Buyer shall provide Asset Seller with one or more schedules allocating the Consideration. If Asset Seller disagrees with any items reflected on the schedules so provided, Asset Seller shall have the right to notify Buyer of such disagreement and its reasons for so disagreeing, in which case Asset Seller and Buyer shall attempt to resolve the disagreement. If Asset Seller and Buyer cannot resolve the disagreement, the disagreement shall be referred to the Accounting Expert, whose decision shall be final and binding and whose expenses shall be borne by the party that the Accounting Expert determines has lost the dispute. Asset Seller and Buyer agree to prepare and file an IRS Form 8594 in a timely fashion in accordance with the rules under Section 1060 of the Code. To the extent that the Consideration is adjusted after the Closing Date, the parties agree to revise and amend the schedule and IRS Form 8594 in the same manner and according to the same procedure. The determination and allocation of the Consideration derived pursuant to this subsection shall be binding on Asset Seller and Buyer for all Tax reporting purposes.
Determination and Allocation of Consideration. The parties to this Agreement agree to determine the amount of the Consideration (as defined below) transferred by Buyer and its Affiliates to Seller and its Affiliates pursuant to this Agreement and to allocate that Consideration in accordance with the fair market value of the assets and liabilities transferred. At least 30 days prior the Closing, Seller shall provide Buyer with one or more schedules setting forth the total amount of the expected Consideration as of the first Business Day following the Closing and its allocation among the Transferred Assets, which allocation shall be consistent with the allocation (if any) set forth in Schedule 5.4 as of the date hereof. If Buyer notifies Seller of its disagreement with any items reflected on the schedules so provided, Seller and Buyer shall attempt to resolve the disagreement; to the extent Seller and Buyer cannot agree within 10 days after Seller delivers such schedules to Buyer, Seller and Buyer shall jointly submit their disagreement to the New York City office of an independent “Big Four” accounting firm or such other accounting firm reasonably acceptable to both Seller and Buyer for resolution and the decision of such accounting firm shall be rendered within 10 days after such firm is retained and shall final and binding on the parties. Seller and Buyer shall share equally the costs of employing such accounting firm. Seller and Buyer agree to prepare and file any Tax Returns or forms required to be filed with any Taxing authority with respect to such allocation in a timely fashion in accordance with the applicable rules. To the extent that the Consideration is finally determined or is adjusted after the Closing Date, the parties agree to revise and amend the schedule(s) and any such Tax Returns or forms in the same manner and according to the same procedure. The determination and allocation of the Consideration derived pursuant to this Section 5.4(k) shall be binding on Seller and Buyer and all their respective Affiliates for all Tax reporting purposes. Any amounts paid pursuant to Section 2.13 shall be allocated in accordance with the provisions of this Section, except to the extent the parties agree that all or any portion of such payment is disproportionately attributable to a specific asset or assets, in which case that portion will be allocated to the asset(s) to which it is attributable. “Consideration” shall mean, as of the time it is being determined, the sum of (i) the Initial Purchase Pric...
Determination and Allocation of Consideration. Seller and Buyer agree to allocate the Purchase Price in accordance with Schedule 5.10, which shall be prepared by Buyer, and otherwise in accordance with Section 1060 of the Code. Buyer will prepare, and Buyer and Seller will file, an IRS Form 8594 in a timely fashion in accordance with the rules under section 1060 of the Code and in accordance with Schedule 5.10. The determination and allocation of the Purchase Price made pursuant to this Section 5.10 will be binding on Seller and Buyer for all Tax reporting purposes. Neither Seller nor Buyer shall file any tax return or other document or otherwise take any position that is inconsistent with the allocation determined pursuant to this Section 5.10.
Determination and Allocation of Consideration. The parties to this Agreement agree to allocate the total consideration transferred by the Purchaser to the Sellers pursuant to this Agreement (the "CONSIDERATION") amongst the various assets and liabilities in accordance with SCHEDULE 5.2(F). The Sellers and the Purchaser agree to prepare, or cause to be prepared, and file, or cause to be filed, an IRS Form 8594 in a timely fashion in accordance with the rules under Section 1060 of the Code, consistent with such schedule. To the extent that the Consideration is adjusted after the Closing Date, the parties agree to revise and amend the schedule and IRS Form 8594 in a manner consistent with that used in developing the allocation on said SCHEDULE 5.2(F). The determination and allocation of the Consideration derived pursuant to this subsection shall be binding on the parties hereto and their Affiliates for all Tax reporting purposes.
Determination and Allocation of Consideration. Purchaser shall initially propose the amount and allocation of the total consideration (the "Consideration") for the Purchased Assets. Within one hundred and twenty (120) days after the Closing Date, Purchaser shall provide the Sellers with one or more schedules setting out its proposal. If the Sellers disagree with any items reflected on the schedules so provided, Sellers may notify Purchaser of such disagreement and their reasons for so disagreeing, in which case the Sellers and Purchaser shall attempt to resolve the disagreement. If Purchaser and Sellers are unable to resolve their disagreement, the matter or matters in dispute shall be submitted for resolution to a mutually acceptable appraisal firm. The parties shall equally bear the costs of such appraisal firm. Any determination and allocation of the Consideration pursuant to this subsection shall be binding on the Sellers and Purchaser for all tax reporting purposes.
Determination and Allocation of Consideration. Buyer and Seller agree to determine the amount of and allocate the total consideration (and all other capitalizable costs) transferred by Buyer to Seller or its Affiliates pursuant to this Agreement and the Local Purchase Agreements (the “Consideration”) in a reasonable manner based on valuations performed by Duff & Xxxxxx Corporation or another valuation firm agreed upon by Buyer and Seller, subject to legal requirements applicable to Local Purchase Agreements in other relevant jurisdictions. Seller and Buyer agree to prepare and file an IRS Form 8594 in a timely fashion in accordance with the rules under Section 1060 of the Code. To the extent that the Consideration is adjusted after the Closing Date, Buyer and Seller agree to revise and amend the schedule and IRS Form 8594 in the same manner and according to the same procedure. The determination and allocation of the Consideration derived pursuant to this Section 5.4(g) shall be binding on Seller and Buyer for all Tax reporting purposes. Each of Seller and Buyer agree not to take any position, and cause its Affiliates to take no position, inconsistent with the determination and allocation of the Consideration derived pursuant to this Section 5.4(g) on any applicable Tax Return or in any proceeding before any taxing authority or otherwise.
Determination and Allocation of Consideration. (i) The parties to this Agreement agree to determine prior to Closing the amount of and allocate the total consideration transferred by Purchaser and the Purchaser Buyers to Kodak or a Subsidiary pursuant to this Agreement (the "Consideration") in accordance with the fair market value of the assets and liabilities transferred. Kodak and Purchaser agree to prepare and file an IRS Form 8594 in a timely fashion in accordance with the rules under Section 1060 of the Code with respect to those Transferred Assets and Assumed Liabilities required to be reflected on such form. Kodak and Purchaser each agree to submit to the other a draft copy of any Form 8594 it proposes to file with respect to this transaction at least 45 days before the proposed filing date thereof and to jointly discuss and attempt to agree, in good faith, to the contents thereof. To the extent that the Consideration is adjusted after the Closing Date, the parties agree to revise and amend the schedule and IRS Form 8594 in the same manner and according to the same procedure. The determination and allocation of the Consideration
Determination and Allocation of Consideration. Kane Reece Associates, Inc. or such other nationally recognized appxxxxxx xx shall be mutually acceptable to Sellers and Buyer (the "Appraiser") shall determine the amount of (including any changes resulting from payments after the Closing Date) and allocate the total consideration transferred from Buyer to the Sellers pursuant to this Agreement in accordance with the fair market value of the assets and liabilities transferred, as determined by the Appraiser. Buyer and the Sellers shall file all necessary tax returns and forms in a manner consistent with such allocation and shall not take any tax position inconsistent therewith.
Determination and Allocation of Consideration. The parties to this Agreement agree that the total consideration (taking into account the Closing Payment) paid by the Purchasers to the Company for the Securities pursuant to this Agreement (the “Consideration”) shall, for all federal, state, local and foreign Tax purposes, be allocated $112,500 to the Warrants and $43,537,000 to the Notes and that such amount and allocation reflect the fair market value of the Warrants and Notes purchased by the Purchasers. The parties agree to report the sale and purchase of the Warrants and the Notes for all federal, state, local and foreign Tax purposes in a manner consistent with such allocation and agree to take no position inconsistent with such allocation.
