Common use of Purchase Price Allocation for Tax Purposes Clause in Contracts

Purchase Price Allocation for Tax Purposes. Reasonably promptly after the Closing Date, but not later than June 30, 2007, Purchaser shall provide to Seller and PRMA a proposed allocation of the Final Purchase Price (as defined for federal income Tax purposes) among the assets of the Company, and a proposed allocation of the Convenience Store Purchase Price among the Convenience Store Assets, which allocations shall be made in accordance with Section 1060 of the Code and any applicable Treasury Regulations (collectively, the “Allocation Statement”). Within fourteen (14) days following such provision, Seller and PRMA shall have the right to object to the Allocation Statement (by written notice to the Purchaser), and if either so objects, it shall notify Purchaser (in such written notice) of such disputed item (or items) and the basis for its objection. If Seller and PRMA do not object by written notice within such period, the Allocation Statement shall be deemed to have been accepted and agreed upon, and final and conclusive, for all purposes of this Agreement. Seller, PRMA and Purchaser shall act in good faith to resolve any such dispute prior to the date on which any of the allocations are required to be filed with the appropriate Tax authority. If Seller, PRMA and Purchaser cannot resolve any disputed item, the item in question shall be resolved by the Independent Accounting Firm as promptly as practicable. The fees and expenses of the Independent Accounting Firm shall be apportioned and paid equally by Seller and Purchaser. Except with respect to any subsequent adjustments to the Final Purchase Price (which shall be allocated using the mechanism for allocating Final Purchase Price in this Section 9.5), Seller, PRMA and Purchaser, and their respective Affiliates, (i) shall be bound by the determinations and the Allocation Statement determined pursuant to this Section 9.5 consistently therewith for purposes of determining any Taxes, (ii) shall prepare and file all Tax Returns to be filed with any Tax authority in a manner consistent with the Allocation Statement and (iii) shall take no position inconsistent with the Allocation Statement in any Tax Return, any proceeding before any Tax authority or otherwise. In the event that the Allocation Statement is disputed by any Tax authority, the Person receiving notice of such dispute shall promptly notify and consult with the other Parties concerning resolution of such dispute. Each of Seller, PRMA and Purchaser shall cooperate in the preparation and timely filing of (i) Form 8594 and any comparable state or local forms or reports, and (ii) to the extent permissible by or required by Law, any correction, amendments, or supplements (or additional forms or reports) thereto (including any supplements, amendments, forms or reports arising as a result of any adjustments to the Final Purchase Price).

Purchase Price Allocation for Tax Purposes. Reasonably promptly after Seller and Purchaser agree to allocate the Closing Purchase Price (as adjusted pursuant to the provisions hereof) entirely to Class V assets consistent with the following: (a) with respect to those Assets that are presently producing to which value has been allocated on Exhibit A, Schedule 3, 90% shall be allocated to the Subject Interests associated therewith and 10% shall be allocated to the tangible personal property associated therewith, and (b) with respect to those Assets that are not presently producing to which value has been allocated on Exhibit A, Schedule 3, one hundred percent (100%) shall be allocated to the Subject Interests associated therewith. Within thirty (30) days following the Final Settlement Date, but not later than June 30, 2007, Purchaser shall provide to Seller and PRMA a proposed an allocation (consistent with the allocations on Exhibit A, Schedule 3) of the Final Purchase Price (as defined for federal income Tax purposes) among the assets of the Company, and a proposed allocation of the Convenience Store final adjusted Purchase Price among the Convenience Store Assets, which allocations shall be made in accordance with Assets for purposes of making the requisite filings under Section 1060 of the Code and the regulations thereunder and for the calculation of any applicable Treasury Regulations (collectively, Transfer Taxes due in connection with the “Allocation Statement”)transactions contemplated hereby. Within fourteen (14) days following such provision, Seller and PRMA shall have Purchaser each agree to report the right to object to federal, state and local income and other Tax consequences of the Allocation Statement (by written notice to the Purchaser)transactions contemplated herein, and if either so objects, it shall notify Purchaser (in such written noticeparticular to report the information required by Section 1060(b) of such disputed item (or items) and the basis for its objection. If Seller and PRMA do not object by written notice within such period, the Allocation Statement shall be deemed to have been accepted and agreed uponCode, and final and conclusive, for all purposes of this Agreement. Seller, PRMA and Purchaser shall act in good faith to resolve any such dispute prior to the date on which any of the allocations are required to be filed with the appropriate Tax authority. If Seller, PRMA and Purchaser cannot resolve any disputed item, the item in question shall be resolved by the Independent Accounting Firm as promptly as practicable. The fees and expenses of the Independent Accounting Firm shall be apportioned and paid equally by Seller and Purchaser. Except with respect to any subsequent adjustments to the Final Purchase Price (which shall be allocated using the mechanism for allocating Final Purchase Price in this Section 9.5), Seller, PRMA and Purchaser, and their respective Affiliates, (i) shall be bound by the determinations and the Allocation Statement determined pursuant to this Section 9.5 consistently therewith for purposes of determining any Taxes, (ii) shall prepare and file all Tax Returns to be filed with any Tax authority (including Internal Revenue Service Form 8594) in a manner consistent with the Allocation Statement terms of this Agreement and (iii) shall not take no any position inconsistent with the Allocation Statement in therewith upon examination of any such Tax Return, in any proceeding before refund claim, in any Tax authority litigation, investigation or otherwiseotherwise unless required to do so by applicable law. In the event that the Allocation Statement is disputed by any Tax authority, the Person receiving notice of such dispute shall promptly notify and consult with the other Parties concerning resolution of such dispute. Each of Seller, PRMA Seller and Purchaser shall confer and cooperate in the preparation and timely filing of (i) Form 8594 and good faith on any comparable state or local forms or reports, and (ii) revisions to the extent permissible by or required by Lawallocation of the Purchase Price, including reporting any correction, amendments, or supplements (or additional forms or reports) thereto matters that require updating (including any supplements, amendments, forms or reports arising as a result of any adjustments to the Final Purchase Price)) to be consistent with the agreed allocation.

Purchase Price Allocation for Tax Purposes. Reasonably promptly Within two hundred and forty (240) days after the Closing Date, but not later than June 30, 2007, Purchaser shall Buyer will provide to Seller a copy of Internal Revenue Service Form 8594 and PRMA a any required exhibits thereto (the “Asset Acquisition Statement”) with Buyer’s proposed allocation of the Final Purchase Price and the liabilities of GTN LLC included in Buyer’s tax basis for the GTN Interest (as defined for federal income Tax purposes) and all other applicable amounts), among the assets of the Company, and a GTN LLC. If Seller disputes Buyer’s proposed allocation of the Convenience Store Purchase Price among the Convenience Store AssetsPrice, which allocations shall be made in accordance with Section 1060 Seller will give Buyer written notice of such dispute (“Tax Dispute Notice”) within thirty (30) days after receipt of the Code Asset Acquisition Statement setting forth the matters in dispute and any applicable Treasury Regulations the specific grounds of each dispute. If Buyer does not receive a Tax Dispute Notice from Seller within such thirty (collectively, the “Allocation Statement”). Within fourteen (1430) days following such provisionday period, Seller and PRMA shall have the right to object to the Allocation Statement (by written notice to the Purchaser), and if either so objects, it shall notify Purchaser (in such written notice) of such disputed item (or items) and the basis for its objection. If Seller and PRMA do not object by written notice within such period, the Allocation Statement shall will be deemed to have been accepted and agreed uponto, and final accepted, such Asset Acquisition Statement. Buyer and conclusive, for all purposes of this Agreement. Seller, PRMA and Purchaser shall act Seller will endeavor in good faith to resolve any such dispute prior disputes with respect to the date on which any Asset Acquisition Statement within fifteen (15) days after Buyer’s receipt of a Tax Dispute Notice from Seller and if the allocations are required to be filed with the appropriate Tax authority. If Seller, PRMA and Purchaser Parties cannot resolve any disputed itemsuch disputes within such fifteen (15) day period, Buyer shall engage a nationally recognized independent accounting, law or appraisal firm chosen jointly by Buyer and Seller for resolution. Both Buyer and Seller agree to accept such firm’s determination of the item Asset Acquisition Statement and agree to file Form 8594 with the Internal Revenue Service in question shall be resolved by the Independent Accounting Firm as promptly as practicableaccordance with such allocation. The fees Any fees, costs and expenses of the Independent Accounting Firm shall for such engagement will be apportioned and paid borne equally by Seller Buyer and Purchaser. Except with respect to any subsequent adjustments to the Final Purchase Price (which shall be allocated using the mechanism for allocating Final Purchase Price in this Section 9.5), Seller, PRMA and Purchaser, and their respective Affiliates, (i) shall be bound by the determinations and the Allocation Statement determined pursuant to this Section 9.5 consistently therewith for purposes of determining any Taxes, (ii) shall prepare and file all Tax Returns to be filed with any Tax authority in a manner consistent with the Allocation Statement and (iii) shall take no position inconsistent with the Allocation Statement in any Tax Return, any proceeding before any Tax authority or otherwise. In the event that the Allocation Statement is disputed by any Tax authority, the Person receiving notice of such dispute shall promptly notify and consult with the other Parties concerning resolution of such dispute. Each of Seller, PRMA and Purchaser shall cooperate in the preparation and timely filing of (i) Form 8594 and any comparable state or local forms or reports, and (ii) to the extent permissible by or required by Law, any correction, amendments, or supplements (or additional forms or reports) thereto (including any supplements, amendments, forms or reports arising as a result of any adjustments to the Final Purchase Price).

Purchase Price Allocation for Tax Purposes. Reasonably promptly after the Closing Date, but not later than June 30, 2007, Purchaser Buyer shall provide to Seller and PRMA prepare a proposed allocation of the Final Adjusted Purchase Price (as defined for federal income Tax purposesand other capitalized costs) and Assumed Liabilities among the assets of the Company, and a proposed allocation of the Convenience Store Purchase Price among the Convenience Store Assets, which allocations shall be made Acquired Assets in accordance with Code Section 1060 of and the Code Treasury regulations thereunder (and any applicable Treasury Regulations (collectivelysimilar provision of state, the “Allocation Statement”local or foreign law, as appropriate). Within fourteen (14) Buyer shall deliver such proposed allocation to Seller not later than 120 days following such provision, Seller and PRMA shall have after the right to object to the Allocation Statement (by written notice to the Purchaser), and if either so objects, it shall notify Purchaser (in such written notice) of such disputed item (or items) and the basis for its objectionClosing Date. If Seller and PRMA do not object by written notice within Buyer agree upon such periodproposed allocation, then such proposed allocation shall become the Allocation Statement final allocation (the “Final Allocation”). If Seller raises any objections in respect of the proposed allocation, then Seller and Buyer shall be deemed to negotiate in good faith until they will have been accepted resolved all such objections and agreed uponthe so negotiated allocation shall become the Final Allocation. Buyer and Seller and their Affiliates shall report, act and final file Tax Returns (including Internal Revenue Service Form 8594) in all respects and conclusive, for all purposes of this Agreementconsistent with such Final Allocation. SellerSeller shall timely and properly prepare, PRMA execute, file and Purchaser deliver all such documents, forms and other information as Buyer may reasonably request to prepare such Final Allocation. Neither Buyer nor Seller (nor their Affiliates) shall act take any position (whether in good faith audits, Tax Returns or otherwise) that is inconsistent with such Final Allocation unless required to resolve do so by applicable law. If, after the proposed allocation becomes the Final Allocation, any such dispute prior to the date on which any event occurs that will result in an adjustment of the allocations are required to be filed with the appropriate Tax authority. If Seller, PRMA and Purchaser cannot resolve any disputed item, the item in question shall be resolved by the Independent Accounting Firm as promptly as practicable. The fees and expenses of the Independent Accounting Firm shall be apportioned and paid equally by Seller and Purchaser. Except with respect to any subsequent adjustments to the Final Adjusted Purchase Price (which shall be allocated using the mechanism for allocating Final Purchase Price in including any indemnity payments pursuant to this Section 9.5Agreement), Seller, PRMA then Seller and Purchaser, Buyer (and their respective Affiliates, (i) shall be bound by the determinations and the Allocation Statement determined pursuant to this Section 9.5 consistently therewith for purposes of determining any Taxes, (ii) shall prepare and file all Tax Returns to be filed with any Tax authority in a manner consistent with the Allocation Statement and (iii) shall take no position inconsistent with the Allocation Statement in any Tax Return, any proceeding before any Tax authority or otherwise. In the event that the Allocation Statement is disputed by any Tax authority, the Person receiving notice of such dispute shall promptly notify and consult with the other Parties concerning resolution of such dispute. Each of Seller, PRMA and Purchaser shall cooperate in the preparation and timely filing of (i) Form 8594 and any comparable state or local forms or reports, and (ii) to the extent permissible by or required by Law, any correction, amendments, or supplements (or additional forms or reports) thereto (including any supplements, amendments, forms or reports arising as a result of any adjustments to amend the Final Purchase Price)Allocation accordingly.

Purchase Price Allocation for Tax Purposes. Reasonably promptly Within two hundred and forty (240) days after the Closing Date, but not later than June 30, 2007, Purchaser shall Buyer will provide to Seller a copy of Internal Revenue Service Form 8594 and PRMA a any required exhibits thereto (the “Asset Acquisition Statement”) with Buyer’s proposed allocation of the Final Purchase Price and the liabilities of Bison LLC included in Buyer’s tax basis for the Bison Interest (as defined for federal income Tax purposes) and all other applicable amounts), among the assets of the Company, and a Bison LLC. If Seller disputes Buyer’s proposed allocation of the Convenience Store Purchase Price among the Convenience Store AssetsPrice, which allocations shall be made in accordance with Section 1060 Seller will give Buyer written notice of such dispute (“Tax Dispute Notice”) within thirty (30) days after receipt of the Code Asset Acquisition Statement setting forth the matters in dispute and any applicable Treasury Regulations the specific grounds of each dispute. If Buyer does not receive a Tax Dispute Notice from Seller within such thirty (collectively, the “Allocation Statement”). Within fourteen (1430) days following such provisionday period, Seller and PRMA shall have the right to object to the Allocation Statement (by written notice to the Purchaser), and if either so objects, it shall notify Purchaser (in such written notice) of such disputed item (or items) and the basis for its objection. If Seller and PRMA do not object by written notice within such period, the Allocation Statement shall will be deemed to have been accepted and agreed uponto, and final accepted, such Asset Acquisition Statement. Buyer and conclusive, for all purposes of this Agreement. Seller, PRMA and Purchaser shall act Seller will endeavor in good faith to resolve any such dispute prior disputes with respect to the date on which any Asset Acquisition Statement within fifteen (15) days after Buyer’s receipt of a Tax Dispute Notice from Seller and if the allocations are required to be filed with the appropriate Tax authority. If Seller, PRMA and Purchaser Parties cannot resolve any disputed itemsuch disputes within such fifteen (15) day period, Buyer shall engage a nationally recognized independent accounting, law or appraisal firm chosen jointly by Buyer and Seller for resolution. Both Buyer and Seller agree to accept such firm’s determination of the item Asset Acquisition Statement and agree to file Form 8594 with the Internal Revenue Service in question shall be resolved by the Independent Accounting Firm as promptly as practicableaccordance with such allocation. The fees Any fees, costs and expenses of the Independent Accounting Firm shall for such engagement will be apportioned and paid borne equally by Seller Buyer and Purchaser. Except with respect to any subsequent adjustments to the Final Purchase Price (which shall be allocated using the mechanism for allocating Final Purchase Price in this Section 9.5), Seller, PRMA and Purchaser, and their respective Affiliates, (i) shall be bound by the determinations and the Allocation Statement determined pursuant to this Section 9.5 consistently therewith for purposes of determining any Taxes, (ii) shall prepare and file all Tax Returns to be filed with any Tax authority in a manner consistent with the Allocation Statement and (iii) shall take no position inconsistent with the Allocation Statement in any Tax Return, any proceeding before any Tax authority or otherwise. In the event that the Allocation Statement is disputed by any Tax authority, the Person receiving notice of such dispute shall promptly notify and consult with the other Parties concerning resolution of such dispute. Each of Seller, PRMA and Purchaser shall cooperate in the preparation and timely filing of (i) Form 8594 and any comparable state or local forms or reports, and (ii) to the extent permissible by or required by Law, any correction, amendments, or supplements (or additional forms or reports) thereto (including any supplements, amendments, forms or reports arising as a result of any adjustments to the Final Purchase Price).

Purchase Price Allocation for Tax Purposes. Reasonably promptly The Shareholders, the Company and the Buyer agree to allocate the Purchase Price (which, for purposes of this §2(e) shall include all amounts treated as consideration for federal income tax purposes) in accordance with the following provisions of this §2(e). Except as otherwise required pursuant to a determination under Section 1313(a) of the Code (or any similar provision of state or local Legal Requirement), the Shareholders, the Company and Buyer shall adopt and utilize for all Tax purposes the asset values based upon the provisions of Exhibit 2(e) for all Class I, II, III, IV and V assets of the Company and any remaining amounts of Purchase Price shall be allocated towards goodwill, intangibles and other Class VI and VII assets (the “Remaining Allocation”). Subject to the foregoing, the buyer shall be permitted to allocate portions of the Remaining Allocation towards various Class VI and VII assets (the “Appraised Assets”) as determined by an appraiser selected by Buyer, pursuant to an appraisal of the Appraised Assets conducted after the Closing Date, but not later than June 30, 2007, Purchaser shall provide to Seller and PRMA a proposed allocation . Such appraisal of the Final Purchase Price (as defined for federal income Tax purposes) among the assets of the Company, and a proposed allocation of the Convenience Store Purchase Price among the Convenience Store Assets, which allocations Appraised Assets shall be made performed in accordance with Section the provisions of Sections 338(h)(10) and 1060 of the Code Code, and any applicable the Treasury Regulations (collectivelythereunder, and at the Buyer’s sole cost and expense. In any Tax Proceeding, none of the Shareholders, the “Allocation Statement”)Company or the Buyer shall contend or represent that such allocation is not a correct allocation. Within fourteen (14) days following such provisionReferences herein to Class I, Seller II, III, IV, V, VI and PRMA shall have the right to object to the Allocation Statement (by written notice to the Purchaser), and if either so objects, it shall notify Purchaser (in such written notice) of such disputed item (or items) and the basis for its objection. If Seller and PRMA do not object by written notice within such period, the Allocation Statement VII assets shall be deemed to have been accepted and agreed upon, and final and conclusive, for all purposes of this Agreement. Seller, PRMA and Purchaser shall act defined in good faith to resolve any such dispute prior to the date on which any of the allocations are required to be filed accordance with the appropriate Tax authority. If Seller, PRMA and Purchaser cannot resolve any disputed item, the item in question shall be resolved “Instructions for Form 8883” published by the Independent Accounting Firm as promptly as practicable. The fees and expenses of the Independent Accounting Firm shall be apportioned and paid equally by Seller and Purchaser. Except with respect to any subsequent adjustments to the Final Purchase Price (which shall be allocated using the mechanism for allocating Final Purchase Price in this Section 9.5), Seller, PRMA and Purchaser, and their respective Affiliates, (i) shall be bound by the determinations and the Allocation Statement determined pursuant to this Section 9.5 consistently therewith for purposes of determining any Taxes, (ii) shall prepare and file all Tax Returns to be filed with any Tax authority in a manner consistent with the Allocation Statement and (iii) shall take no position inconsistent with the Allocation Statement in any Tax Return, any proceeding before any Tax authority or otherwise. In the event that the Allocation Statement is disputed by any Tax authority, the Person receiving notice of such dispute shall promptly notify and consult with the other Parties concerning resolution of such dispute. Each of Seller, PRMA and Purchaser shall cooperate in the preparation and timely filing of (i) Form 8594 and any comparable state or local forms or reports, and (ii) to the extent permissible by or required by Law, any correction, amendments, or supplements (or additional forms or reports) thereto (including any supplements, amendments, forms or reports arising as a result of any adjustments to the Final Purchase Price)IRS.

Purchase Price Allocation for Tax Purposes. Reasonably promptly Within two hundred and forty (240) days after the Closing Date, but not later than June 30, 2007, Purchaser Buyer shall provide to Seller a copy of Internal Revenue Service Form 8594 and PRMA a any required exhibits thereto (the “Asset Acquisition Statement”) with Buyer’s proposed allocation of the Final Purchase Price and the liabilities of Bison LLC included in Buyer’s tax basis for the Bison Interest (as defined for federal income Tax purposesand all other applicable amounts) among the assets of the Company, and a Bison LLC. If Seller disputes Buyer’s proposed allocation of the Convenience Store Purchase Price among the Convenience Store AssetsPrice, which allocations Seller shall be made in accordance with Section 1060 provide Buyer written notice of such dispute (“Tax Dispute Notice”) within thirty (30) days after receipt of the Code Asset Acquisition Statement setting forth the matters in dispute and any applicable Treasury Regulations the specific grounds of each dispute. If Buyer does not receive a Tax Dispute Notice from Seller within such thirty (collectively, the “Allocation Statement”). Within fourteen (1430) days following such provisionday period, Seller and PRMA shall have the right to object to the Allocation Statement (by written notice to the Purchaser), and if either so objects, it shall notify Purchaser (in such written notice) of such disputed item (or items) and the basis for its objection. If Seller and PRMA do not object by written notice within such period, the Allocation Statement shall will be deemed to have been accepted and agreed uponto, and final and conclusiveaccepted, for all purposes of this Agreementsuch Asset Acquisition Statement. Seller, PRMA and Purchaser The Parties shall act endeavor in good faith to resolve any such dispute prior disputes with respect to the date on which any Asset Acquisition Statement within fifteen (15) days after Buyer’s receipt of a Tax Dispute Notice from Seller and if the allocations are required to be filed with the appropriate Tax authority. If Seller, PRMA and Purchaser Parties cannot resolve any disputed itemsuch disputes within such fifteen (15) day period, the item in question Buyer shall be resolved engage a nationally recognized independent accounting, law or appraisal firm chosen jointly by the Independent Accounting Firm as promptly as practicableParties for resolution. Buyer and Seller agree to accept such firm’s determination of the appropriate allocation. Any fees, costs and expenses for such engagement will be borne equally by the Parties. The fees and expenses of Parties agree to file a Form 8594 with the Independent Accounting Firm shall be apportioned and paid equally by Seller and Purchaser. Except Internal Revenue Service in accordance with respect to any subsequent adjustments to the Final Purchase Price (which shall be allocated using the mechanism for allocating Final Purchase Price in allocation arrived at under this Section 9.5), Seller, PRMA 1.04 and Purchaser, and their respective Affiliates, (i) shall be bound by the determinations and the Allocation Statement determined pursuant agree not to this Section 9.5 consistently therewith for purposes of determining take any Taxes, (ii) shall prepare and file all Tax Returns to be filed with any Tax authority in a manner consistent with the Allocation Statement and (iii) shall take no position action inconsistent with the Allocation Statement such allocation for tax purposes in any Tax Return, any proceeding before any Tax authority or otherwise. In the event that the Allocation Statement is disputed by any Tax authority, the Person receiving notice of such dispute shall promptly notify and consult with the other Parties concerning resolution of such dispute. Each of Seller, PRMA and Purchaser shall cooperate in the preparation and timely filing of (i) Form 8594 and any comparable state or local forms or reports, and (ii) to the extent permissible by or required by Law, any correction, amendments, or supplements (or additional forms or reports) thereto (including any supplements, amendments, forms or reports arising as a result of any adjustments to the Final Purchase Price)jurisdiction.