Purchase Price Allocation. The Final Purchase Price and any other items required by Tax Law shall be allocated among the assets of the Group Companies in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (and any similar provisions of state, local or non-U.S. Law, as appropriate) in accordance with the allocation methodology attached as Appendix C (the “Allocation Methodology”). Within sixty (60) days following the determination of the Final Purchase Price pursuant to Section 2.3, Buyer shall deliver to Seller a proposed allocation of the Final Purchase Price among the assets of the Company in accordance with the Allocation Methodology (the “Proposed Tax Allocation”). Seller shall have sixty (60) days following receipt of the Proposed Tax Allocation to propose any changes or indicate concurrence therewith in accordance with the Allocation Methodology, and Buyer shall consider any changes proposed by Seller in good faith. If Xxxxxx does not concur with the Proposed Tax Allocation, Xxxxxx and Xxxxx will negotiate in good faith and attempt to reach agreement on the allocation within forty-five (45) days among the assets. If Buyer and Seller reach agreement on such allocation (the “Agreed Allocation”) within such period, such Agreed Allocation shall be reflected on a completed IRS Form 8594 (and all other Tax Returns as applicable), which form shall be timely filed separately by Buyer and Seller with the IRS pursuant to the requirements of Section 1060(b) of the Code. Each Party shall promptly notify the other upon receipt of notice of any pending or threatened Tax audit or assessment challenging the Agreed Allocation. Buyer and Seller also shall allocate and report any adjustments to the Final Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e), and any allocations made as a result of such adjustments shall become part of such Agreed Allocation. No Party shall take a position on any Tax Return or otherwise for Tax purposes that is contrary to the Agreed Allocation determined hereunder. If Buyer and Seller do not reach an Agreed Allocation, Buyer and Seller will each prepare its own allocation of the Final Purchase Price, amongst the assets of the Group Companies, to be used by such Party and its Affiliates, provided such allocation is reasonable and in accordance with the Code.
Purchase Price Allocation. (a) As soon as practicable after the date of this Agreement, Seller shall prepare and deliver to Purchaser a proposed allocation of the Purchase Price by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (together the “Estimated Allocation”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation. The Estimated Allocation shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation, the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation within such fifteen (15) day period, then the Estimated Allocation shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation accepted by the Parties and Xxxxxx or determined b...
Purchase Price Allocation. Within one hundred eighty (180) days after the Closing Date, Buyer and Seller shall use their good faith efforts to agree upon the allocation (the “Allocation”) of the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under the IRC), as adjusted pursuant to Section 3.2, among the Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with Section 1060 of the IRC and the Treasury Regulations thereunder. If Buyer and Seller are unable to resolve any dispute regarding the Allocation within such one hundred eighty (180) day period, such dispute shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent with the Allocation, and (b) neither Buyer nor Seller will take any Tax position before any Governmental Body or in any Proceeding with respect to Tax that is in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1.
Purchase Price Allocation. The Parties agree that the transactions contemplated hereby will be treated for federal income Tax purposes as a purchase and sale of the Company Assets. Seller shall prepare, and deliver to Buyer, more than thirty (30) days before Closing, an allocation of the Purchase Price and assumed obligations among the Company Assets in accordance with Section 1060 of the Code and the Treasury regulations promulgated thereunder (the “Allocation”). Buyer shall have twenty (20) days from the receipt of the Allocation or any update thereto to review and comment on the Allocation, after which Seller and Buyer shall reasonably agree on such Allocation by the time of the Closing. Seller shall use commercially reasonable efforts to update the Allocation in a manner consistent with Section 1060 of the Code following any adjustments to the Purchase Price pursuant to this Agreement. Seller shall provide Buyer with any such updated Allocation, and Buyer shall have thirty (30) days from the receipt of the Allocation or any update thereto to review and comment on such adjustments to the Allocation, after which Seller and Buyer shall reasonably agree on such adjustments. Disputes under this Section 2.8 shall be resolved under the procedures described in Section 2.7(b). Seller and Buyer shall report consistently with the Allocation in all Tax Returns, including IRS Form 8594, which Seller and Buyer shall timely file with the IRS, and neither Seller nor Buyer shall take any position in any return that is inconsistent with the Allocation, as adjusted, in each case, unless required to do so by a final determination as defined in Section 1313 of the Code.
Purchase Price Allocation. The parties agree that the transactions contemplated by this Agreement will be treated from Parent’s perspective for U.S. federal income Tax purposes as an asset purchase and from the perspective of the Former Equity Owners for U.S. federal income Tax purposes as a sale of partnership interests pursuant to Situation 2 of IRS Revenue Ruling 99-6, 1991-1 C.B. 432. Parent and each Former Equity Owner agree that the sum of the Purchase Price and the liabilities of the Company as of the Closing Date that are assumed by Parent (collectively, the “Asset Sale Purchase Price”) will be allocated between and among the assets held by the Company as of the Closing Date. Within 90 days after the Closing Date, Parent will provide Representative with a schedule (the “Allocation Schedule”) setting forth Parent’s allocation of the Asset Sale Purchase Price for the purpose of, and in accordance with, Section 1060 of the Code and the applicable Treasury Regulations and any applicable provision of state, local or foreign Law, among the various class of assets listed on IRS Form 8594. Such allocation will be deemed final unless Representative notifies Parent in writing of any disagreement with the Allocation Schedule within 30 days of receipt of such schedule. Parent and Representative will cooperate in good faith in order to reach agreement as to the allocation within 30 days of receipt by Parent of notice from Representative of the Former Equity Owners’ disagreement with the Allocation Schedule. If the parties are unable to reach agreement, the disputed items will be resolved by the Accounting Firm and any determination by the Accounting Firm will be final (the final schedule as agreed to by the parties or as determined by the Accounting Firm, the “Final Allocation Schedule”). The costs, fees and expenses of the Accounting Firm will be borne equally by Parent, on the one hand, and Representative (on behalf of the Former Equity Owners), on the other hand. Parent and the Former Equity Owners will execute and file all Tax Returns in a manner consistent with the Final Allocation Schedule and will not take a position in any Tax proceeding or audit or otherwise that is inconsistent with the Final Allocation Schedule; provided, however, that nothing contained herein will require the Former Equity Owners or Parent to contest, beyond the exhaustion of such party’s administrative remedies before any Taxing Authority or agency, and the Former Equity Owners and Parent will not be require...
Purchase Price Allocation. Seller and Purchaser shall allocate the Purchase Price and the Assumed Liabilities in the manner required by Section 1060 of the Code. In making such allocation, the fair market values of the Conveyed Assets will be determined in good faith by Seller and Purchaser no later than ten (10) days prior to the anticipated Closing Date based on an appraisal (the "Appraisal") to be performed by an independent appraisal firm mutually acceptable to Purchaser and Buyer. The Appraisal shall value the Conveyed Assets in such a manner that New York State and Local Sales and Use Tax can be calculated at Closing. In addition, the Appraisal shall subdivide the Conveyed Assets into categories including, without limitation, telephone, internet, digital cable, analog cable, and capital improvements as defined by New York Law Sec. 1101 (9)(i) and other tangible personal Conveyed Assets. The Appraisal shall individually value any Conveyed Assets that are subject to New York State and Local Sales and Use Tax and shall determine the local jurisdiction in which such Conveyed Assets are located for New York State and Local Sales and Use Tax purposes. The first $30,000 of the fees, costs and expenses of the Appraisal shall be borne one-half by Seller and one-half by Purchaser, and Purchaser shall be solely responsible for all such fees, costs and expenses in excess of that amount. Purchaser (and its independent accountants) shall be afforded access to the books and records used in or applicable to the determination of the allocation; provided, that (i) Seller shall not be required to disclose the contents of any income tax returns and (ii) Seller may redact such portions of any books and records that it deems confidential. Seller will provide to Purchaser copies of Form 8594 and any required exhibits thereto, consistent with the allocations of this Section 2.5. The parties agree that, to the extent required, all Tax Returns or other Tax information they may file or cause to be filed with any governmental entity shall be prepared and filed consistently with such allocation.
Purchase Price Allocation. (a) On or prior to the Closing Date, Seller shall prepare and deliver to Buyer an allocation schedule (the “Proposed Allocation Schedule”) setting forth that portion of the Purchase Price to be allocated among the assets of the Target Companies pursuant to (and to the extent necessary to comply with) Section 1060 of the Code and applicable Treasury Regulations (or, if applicable, any similar provision under state, local or foreign law or regulation). Buyer will have thirty (30) Business Days following the Closing Date during which to notify Seller in writing (an “Allocation Notice”) of any changes or additions to the Proposed Allocation Schedule, setting forth in reasonable detail the basis of such changes or additions. In reviewing or revising the Proposed Allocation Schedule, Buyer shall be entitled to reasonable access to all relevant books, records and personnel of the Target Companies and their Representatives to the extent Buyer reasonably requests such information and reasonable access to complete its review or revision of the Proposed Allocation Schedule. After Buyer submits an Allocation Notice, then (A) for thirty (30) Business Days after the date Seller receives the Allocation Notice, Buyer and Seller will use their commercially reasonable efforts to agree on the allocations (such agreed-upon Proposed Allocation Schedule to become the “Final Allocation Schedule”) and (B) failing such agreement within thirty (30) Business Days of such notice, the matter will be resolved in accordance with Section 10.7(b).
(b) Any amounts remaining in dispute at the conclusion of such thirty (30) Business Day period that were included in the Allocation Notice (the “Unresolved Allocation Changes”) shall be submitted to an independent, internationally recognized accounting firm jointly selected by Buyer and Seller (the “Expert”). Seller and Buyer agree to execute, if requested by the Expert, a reasonable engagement letter. Buyer and Seller will each deliver to the other and to the Expert a notice setting forth in reasonable detail their proposed allocations. The Expert shall act as an arbitrator to determine, based on the provisions of this Section 10.7(b) and the definitions referred to herein, only the Unresolved Allocation Changes. The Expert shall be instructed to determine its best estimate of the allocation schedule based on its determination of the Unresolved Allocation Changes and provide a written description of the basis for its determination of the alloca...
Purchase Price Allocation. (a) No later than ninety (90) days after the date on which the Final Purchase Price is finally determined pursuant to Section 2.7, Parent shall deliver to Purchaser an allocation of the Final Purchase Price and any other amounts treated as consideration for U.S. income Tax purposes among any assets that, for U.S. income Tax purposes, are treated as assets purchased by Purchaser (or its relevant Subsidiaries) pursuant to this Agreement and any Ancillary Agreement determined in a manner consistent with Sections 338 (if applicable) and 1060 of the Code and the Treasury Regulations promulgated thereunder and any other relevant provisions of applicable Tax Law (the “Allocation”). The Allocation shall be conclusive and binding on the Parties absent manifest error. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Final Purchase Price pursuant to Section 7.5 (and any other amounts treated as consideration for Tax purposes). Any such adjustment shall be allocated to the asset or assets (if any) to which such adjustment is attributable; provided that to the extent there are no such assets, such adjustment shall be allocated pro rata among the assets sold.
(b) None of Parent or Purchaser shall (and it shall cause its Affiliates not to), to the extent applicable, take any position for U.S. federal (or applicable state and local) income tax purposes inconsistent with the Allocation on any U.S. federal (or applicable state or local) Tax Return (including any IRS Form 8594 and IRS Form 8023, if applicable) or in any Tax Proceeding involving any U.S. federal (or applicable state or local) tax authority, in each case, except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law).
Purchase Price Allocation. Promptly after the Closing Date, Buyer and Seller shall jointly retain Opportune LLP (the “Allocation Firm”) to prepare the allocation of the Purchase Price, the liabilities of the Company and any other amounts treated as consideration for U.S. federal income tax purposes among the Company Assets for Tax purposes in a manner consistent with the principles of Sections 1060 of the Code and the U.S. Treasury Regulations thereunder (“Purchase Price Allocation”). In connection therewith, Buyer and Seller shall enter into an engagement letter with the Allocation Firm, the terms of which shall be mutually agreed upon by Buyer and Seller. The cost of the Allocation Firm shall be paid by Buyer. Buyer and Seller shall use Commercially Reasonable Efforts to cause the Allocation Firm to provide such Purchase Price Allocation to the Parties within 120 days after the Closing Date. The Allocation Firm shall prepare the Purchase Price Allocation in reasonable consultation with Seller and Buyer prior to delivery of the Purchase Price Allocation. Seller and Buyer agree to (a) amend the Purchase Price Allocation to take into account any subsequent adjustments to the Purchase Price, in the manner consistent with the principles of Sections 1060 of the Code and the U.S. Treasury Regulations thereunder and (b) report the transactions contemplated by this Agreement consistently with the Purchase Price Allocation, as adjusted by the Parties, on all applicable Tax Returns, including Internal Revenue Service Form 8594, Asset Acquisition Statement, and will not assert, and will cause their Affiliates not to assert, in connection with any Tax Proceeding or other proceeding with respect to Taxes, any asset values or other items inconsistent with the amounts set forth on the Purchase Price Allocation, unless with the agreement of the other Party or otherwise required by applicable Law or a “determination” within the meaning of Section 1313(a)(1) of the Code. The Parties shall promptly advise each other regarding the existence of any Tax Proceeding related to the Purchase Price Allocation.
Purchase Price Allocation. (i) The Parties acknowledge and agree that the purchase and sale of the Membership Interests shall be treated, for federal income tax purposes, as the purchase and sale of the assets, including partnership interests in certain Subsidiaries and Minority-Interest Entities, of the Target, subject to the liabilities of the Target and of its Subsidiaries and Minority-Interest Entities in accordance with Section 752(d) of the Code. The Buyer will send Seller a schedule with the proposed Purchase Price allocation within thirty (30) days after Closing, and Seller will have thirty (30) days to object. The Parties will attempt to work out any disagreements within another thirty (30) days, but failing agreement, the issues will be submitted for resolution to an Accountant selected jointly by the Parties.
(ii) If the Purchase Price is adjusted pursuant to Section 2.3, then, within thirty (30) days after the adjustment, Buyer and Seller will cooperate in good faith to agree on how the adjustment will be allocated for tax purposes among each of the assets of the Target, and Purchase Price allocation schedule will be amended accordingly. In the event that Buyer and Seller do not agree on how to allocate the adjustment, the adjustment will be allocated among Target’s assets in the same proportion as the amounts originally allocated to such assets on the Closing Date, and the schedule will be amended accordingly.
(iii) Buyer and Seller (i) will, and will cause each of their respective Affiliates to, complete all tax returns, reports, forms, declarations, claims and other statements in a manner consistent with the purchase price allocation schedule and (ii) will not, and will cause each of their respective Affiliates not to, make any inconsistent statement or adjustment on any returns or during the course of any Internal Revenue Service or other Tax audit. Buyer and Seller will cooperate with any reasonable request by the other Party to aid in the filing of Tax Returns, reports or other similar matters or handling of inquiries from Tax authorities.
