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

Purchase Price Allocation for Tax Purposes. Seller and Purchaser agree to allocate the 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, Purchaser shall provide to Seller an allocation (consistent with the allocations on Exhibit A, Schedule 3) of the final adjusted Purchase Price among the Assets for purposes of making the requisite filings under Section 1060 of the Code and the regulations thereunder and for the calculation of any Transfer Taxes due in connection with the transactions contemplated hereby. Seller and Purchaser each agree to report the federal, state and local income and other Tax consequences of the transactions contemplated herein, and in particular to report the information required by Section 1060(b) of the Code, and to prepare and file all Tax Returns (including Internal Revenue Service Form 8594) in a manner consistent with the terms of this Agreement and shall not take any position inconsistent therewith upon examination of any such Tax Return, in any refund claim, in any litigation, investigation or otherwise unless required to do so by applicable law. Seller and Purchaser shall confer and cooperate in good faith on any revisions to the allocation of the Purchase Price, including reporting any matters that require updating (including adjustments to the Purchase Price) to be consistent with the agreed allocation.

Purchase Price Allocation for Tax Purposes. Seller and Purchaser agree to allocate Reasonably promptly after the 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 AClosing Date, Schedule 3but not later than June 30, 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 Date2007, Purchaser shall provide to Seller an and PRMA a proposed allocation (consistent with the allocations on Exhibit A, Schedule 3) of the final adjusted 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 Assets for purposes of making the requisite filings under Convenience Store Assets, which allocations shall be made in accordance with Section 1060 of the Code and any applicable Treasury Regulations (collectively, the regulations thereunder “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 calculation 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 Transfer Taxes due in connection such dispute prior to the date on which any of the allocations are required to be filed with the transactions contemplated herebyappropriate 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 each agree Purchaser. Except with respect to report any subsequent adjustments to the federalFinal Purchase Price (which shall be allocated using the mechanism for allocating Final Purchase Price in this Section 9.5), state Seller, PRMA and local income and other Tax consequences of the transactions contemplated hereinPurchaser, and in particular their respective Affiliates, (i) shall be bound by the determinations and the Allocation Statement determined pursuant to report the information required by this Section 1060(b9.5 consistently therewith for purposes of determining any Taxes, (ii) of the Code, and to shall prepare and file all Tax Returns (including Internal Revenue Service Form 8594) to be filed with any Tax authority in a manner consistent with the terms of this Agreement Allocation Statement and (iii) shall not take any no position inconsistent therewith upon examination of with the Allocation Statement in any such Tax Return, in any refund claimproceeding before any Tax authority or otherwise. In the event that the Allocation Statement is disputed by any Tax authority, in any litigationthe Person receiving notice of such dispute shall promptly notify and consult with the other Parties concerning resolution of such dispute. Each of Seller, investigation or otherwise unless required to do so by applicable law. Seller PRMA and Purchaser shall confer and cooperate in good faith on the preparation and timely filing of (i) Form 8594 and any revisions comparable state or local forms or reports, and (ii) to the allocation of the Purchase Priceextent permissible by or required by Law, including reporting any matters that require updating 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) to be consistent with the agreed allocation).

Purchase Price Allocation for Tax Purposes. Seller Within two hundred and Purchaser agree to allocate the Purchase Price forty (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 (30240) days following after the Final Settlement Closing Date, Purchaser shall Buyer will provide to Seller an allocation (consistent with the allocations on Exhibit A, Schedule 3) a copy of the final adjusted Purchase Price among the Assets for purposes of making the requisite filings under Section 1060 of the Code and the regulations thereunder and for the calculation of any Transfer Taxes due in connection with the transactions contemplated hereby. Seller and Purchaser each agree to report the federal, state and local income and other Tax consequences of the transactions contemplated herein, and in particular to report the information required by Section 1060(b) of the Code, and to prepare and file all Tax Returns (including Internal Revenue Service Form 85948594 and any required exhibits thereto (the “Asset Acquisition Statement”) with Buyer’s proposed allocation of the Purchase Price and the liabilities of Bison LLC included in a manner consistent with Buyer’s tax basis for the terms Bison Interest (and all other applicable amounts), among the assets of this Agreement and shall not take any position inconsistent therewith upon examination of any such Tax Return, in any refund claim, in any litigation, investigation or otherwise unless required to do so by applicable lawBison LLC. If Seller and Purchaser shall confer and cooperate in good faith on any revisions to the disputes Buyer’s proposed allocation of the Purchase Price, including reporting Seller will give Buyer written notice of such dispute (“Tax Dispute Notice”) within thirty (30) days after receipt of the Asset Acquisition Statement setting forth the matters in dispute and the specific grounds of each dispute. If Buyer does not receive a Tax Dispute Notice from Seller within such thirty (30) day period, Seller will be deemed to have agreed to, and accepted, such Asset Acquisition Statement. Buyer and Seller will endeavor in good faith to resolve any matters that require updating (including adjustments disputes with respect to the Purchase PriceAsset Acquisition Statement within fifteen (15) days after Buyer’s receipt of a Tax Dispute Notice from Seller and if the Parties cannot resolve any such 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 be consistent accept such firm’s determination of the Asset Acquisition Statement and agree to file Form 8594 with the agreed Internal Revenue Service in accordance with such allocation. Any fees, costs and expenses for such engagement will be borne equally by Buyer and Seller.

Purchase Price Allocation for Tax Purposes. Seller Within two hundred and Purchaser agree to allocate the Purchase Price forty (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 (30240) days following after the Final Settlement Closing Date, Purchaser Buyer shall provide to Seller an allocation (consistent with the allocations on Exhibit A, Schedule 3) a copy of the final adjusted Purchase Price among the Assets for purposes of making the requisite filings under Section 1060 of the Code and the regulations thereunder and for the calculation of any Transfer Taxes due in connection with the transactions contemplated hereby. Seller and Purchaser each agree to report the federal, state and local income and other Tax consequences of the transactions contemplated herein, and in particular to report the information required by Section 1060(b) of the Code, and to prepare and file all Tax Returns (including Internal Revenue Service Form 85948594 and any required exhibits thereto (the “Asset Acquisition Statement”) with Buyer’s proposed allocation of the Purchase Price and the liabilities of Bison LLC included in a manner consistent with Buyer’s tax basis for the terms Bison Interest (and all other applicable amounts) among the assets of this Agreement and shall not take any position inconsistent therewith upon examination of any such Tax Return, in any refund claim, in any litigation, investigation or otherwise unless required to do so by applicable lawBison LLC. If Seller and Purchaser shall confer and cooperate in good faith on any revisions to the disputes Buyer’s proposed allocation of the Purchase Price, including reporting Seller shall provide Buyer written notice of such dispute (“Tax Dispute Notice”) within thirty (30) days after receipt of the Asset Acquisition Statement setting forth the matters in dispute and the specific grounds of each dispute. If Buyer does not receive a Tax Dispute Notice from Seller within such thirty (30) day period, Seller will be deemed to have agreed to, and accepted, such Asset Acquisition Statement. The Parties shall endeavor in good faith to resolve any matters that require updating (including adjustments disputes with respect to the Purchase PriceAsset Acquisition Statement within fifteen (15) days after Buyer’s receipt of a Tax Dispute Notice from Seller and if the Parties cannot resolve any such disputes within such fifteen (15) day period, Buyer shall engage a nationally recognized independent accounting, law or appraisal firm chosen jointly by the Parties 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 consistent borne equally by the Parties. The Parties agree to file a Form 8594 with the agreed allocationInternal Revenue Service in accordance with the allocation arrived at under this Section 1.04 and agree not to take any action inconsistent with such allocation for tax purposes in any jurisdiction.

Purchase Price Allocation for Tax Purposes. Seller The Shareholders, the Company and Purchaser the Buyer agree to allocate the Purchase Price (which, for purposes of this §2(e) shall include all amounts treated as adjusted 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 hereofof Exhibit 2(e) entirely to for all Class I, II, III, IV and V assets consistent with of the following: (a) with respect to those Assets that are presently producing to which value has been allocated on Exhibit A, Schedule 3, 90% 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 Subject Interests associated therewith and 10% foregoing, the buyer shall be allocated permitted to allocate portions of the tangible personal property associated therewithRemaining Allocation towards various Class VI and VII assets (the “Appraised Assets”) as determined by an appraiser selected by Buyer, and (b) with respect pursuant to those an appraisal of the Appraised Assets that are not presently producing to which value has been allocated on Exhibit A, Schedule 3, one hundred percent (100%) conducted after the Closing Date. Such appraisal of the Appraised Assets shall be allocated to the Subject Interests associated therewith. Within thirty (30) days following the Final Settlement Date, Purchaser shall provide to Seller an allocation (consistent performed in accordance with the allocations on Exhibit A, Schedule 3provisions of Sections 338(h)(10) of the final adjusted Purchase Price among the Assets for purposes of making the requisite filings under Section and 1060 of the Code and the regulations thereunder and for the calculation of any Transfer Taxes due in connection with the transactions contemplated hereby. Seller and Purchaser each agree to report the federal, state and local income and other Tax consequences of the transactions contemplated herein, and in particular to report the information required by Section 1060(b) of the Code, and the Treasury Regulations thereunder, and at the Buyer’s sole cost and expense. In any Tax Proceeding, none of the Shareholders, the Company or the Buyer shall contend or represent that such allocation is not a correct allocation. References herein to prepare Class I, II, III, IV, V, VI and file all Tax Returns (including Internal Revenue Service Form 8594) VII assets shall be defined in a manner consistent accordance with the terms of this Agreement and shall not take any position inconsistent therewith upon examination of any such Tax Return, in any refund claim, in any litigation, investigation or otherwise unless required to do so “Instructions for Form 8883” published by applicable law. Seller and Purchaser shall confer and cooperate in good faith on any revisions to the allocation of the Purchase Price, including reporting any matters that require updating (including adjustments to the Purchase Price) to be consistent with the agreed allocationIRS.

Purchase Price Allocation for Tax Purposes. Seller and Purchaser agree to allocate Buyer shall prepare a proposed allocation of the Adjusted Purchase Price (and other capitalized costs) and Assumed Liabilities among the Acquired Assets in accordance with Code Section 1060 and the Treasury regulations thereunder (and any similar provision of state, local or foreign law, as adjusted pursuant appropriate). Buyer shall deliver such proposed allocation to Seller not later than 120 days after the provisions hereof) entirely to Class V assets consistent with Closing Date. If Seller and Buyer agree upon such proposed allocation, then such proposed allocation shall become the following: final allocation (a) with the “Final Allocation”). If Seller raises any objections in respect to those Assets that are presently producing to which value has been allocated on Exhibit Aof the proposed allocation, Schedule 3, 90% then Seller and Buyer shall be allocated to negotiate in good faith until they will have resolved all such objections and the Subject Interests associated therewith and 10% so negotiated allocation 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 become the Final Settlement Date, Purchaser shall provide to Seller an allocation (consistent with the allocations on Exhibit A, Schedule 3) of the final adjusted Purchase Price among the Assets for purposes of making the requisite filings under Section 1060 of the Code Allocation. Buyer and the regulations thereunder and for the calculation of any Transfer Taxes due in connection with the transactions contemplated hereby. Seller and Purchaser each agree to report the federaltheir Affiliates shall report, state and local income and other Tax consequences of the transactions contemplated herein, and in particular to report the information required by Section 1060(b) of the Code, and to prepare act and file all Tax Returns (including Internal Revenue Service Form 8594) in a manner all respects and for all purposes consistent with the terms of this Agreement such Final Allocation. Seller shall timely and properly prepare, execute, file and 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 not take any position (whether in audits, Tax Returns or otherwise) that is inconsistent therewith upon examination of any with such Tax Return, in any refund claim, in any litigation, investigation or otherwise Final Allocation unless required to do so by applicable law. If, after the proposed allocation becomes the Final Allocation, any event occurs that will result in an adjustment of the Adjusted Purchase Price (including any indemnity payments pursuant to this Agreement), then Seller and Purchaser Buyer (and their respective Affiliates) shall confer and cooperate in good faith on any revisions to amend the allocation of the Purchase Price, including reporting any matters that require updating (including adjustments to the Purchase Price) to be consistent with the agreed allocationFinal Allocation accordingly.

Purchase Price Allocation for Tax Purposes. Seller Within two hundred and Purchaser agree to allocate the Purchase Price forty (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 (30240) days following after the Final Settlement Closing Date, Purchaser shall Buyer will provide to Seller an allocation (consistent with the allocations on Exhibit A, Schedule 3) a copy of the final adjusted Purchase Price among the Assets for purposes of making the requisite filings under Section 1060 of the Code and the regulations thereunder and for the calculation of any Transfer Taxes due in connection with the transactions contemplated hereby. Seller and Purchaser each agree to report the federal, state and local income and other Tax consequences of the transactions contemplated herein, and in particular to report the information required by Section 1060(b) of the Code, and to prepare and file all Tax Returns (including Internal Revenue Service Form 85948594 and any required exhibits thereto (the “Asset Acquisition Statement”) with Buyer’s proposed allocation of the Purchase Price and the liabilities of GTN LLC included in a manner consistent with Buyer’s tax basis for the terms GTN Interest (and all other applicable amounts), among the assets of this Agreement and shall not take any position inconsistent therewith upon examination of any such Tax Return, in any refund claim, in any litigation, investigation or otherwise unless required to do so by applicable lawGTN LLC. If Seller and Purchaser shall confer and cooperate in good faith on any revisions to the disputes Buyer’s proposed allocation of the Purchase Price, including reporting Seller will give Buyer written notice of such dispute (“Tax Dispute Notice”) within thirty (30) days after receipt of the Asset Acquisition Statement setting forth the matters in dispute and the specific grounds of each dispute. If Buyer does not receive a Tax Dispute Notice from Seller within such thirty (30) day period, Seller will be deemed to have agreed to, and accepted, such Asset Acquisition Statement. Buyer and Seller will endeavor in good faith to resolve any matters that require updating (including adjustments disputes with respect to the Purchase PriceAsset Acquisition Statement within fifteen (15) days after Buyer’s receipt of a Tax Dispute Notice from Seller and if the Parties cannot resolve any such 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 be consistent accept such firm’s determination of the Asset Acquisition Statement and agree to file Form 8594 with the agreed Internal Revenue Service in accordance with such allocation. Any fees, costs and expenses for such engagement will be borne equally by Buyer and Seller.