Purchase Price Allocations. A portion of the Purchase Price has been allocated by Buyer to the various Subject Interests in Property Subdivisions in the manner and in accordance with the respective values set forth in Part II of the Property Schedule. If any adjustment is made to the Purchase Price pursuant to this Section 6.2, a corresponding adjustment shall be made to the portion of the Purchase Price allocated to the affected Property Subdivision in Part II of the Property Schedule.
Purchase Price Allocations. Seller and Buyer mutually agree to allocate the Purchase Price among the Assets as set forth in EXHIBIT B attached hereto. Seller and Buyer agree that said allocation as set forth in EXHIBIT B is the proper allocation of the Purchase Price in accordance with the fair market value of the Assets, and that said allocation of the Purchase Price of the Assets as set forth in EXHIBIT B shall apply for purposes of Sections 755 and 1060 of the Internal Revenue Code of 1986 (as amended and together with any regulations promulgated thereunder, the "Code"). Seller and Buyer agree (and each agrees to cause its affiliates) 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 under Section 1060(b) of the Code (and any regulations promulgated thereunder), in a manner consistent with such allocation. Seller and Buyer further agree (and each agrees to cause its affiliates) to not take any tax position inconsistent with such allocation in connection with the examination of any of their tax returns, refund claims or litigation, investigations or other proceedings involving any of their tax returns. Seller and Buyer each further agree that they will not take any position inconsistent with this allocation in preparing financial statements, tax returns, reports to shareholders or government authorities or otherwise. Buyer and Seller each agree to furnish the other a copy of IRS Form 8594 (Asset Acquisition Statement under Section 1060 of the Code) as filed with the Internal Revenue Service by such party or any affiliate thereof, pursuant to Sections 755 and 1060 of the Code, as a result of the consummation of the transactions contemplated hereby, within thirty (30) days of the filing of such form with the Internal Revenue Service.
Purchase Price Allocations. The Parties agree that the Purchase Price (plus other relevant items) shall be allocated in accordance with Section 1060 of the Code among the Transferred Assets for all Tax purposes as shown on the allocation schedule (the “Allocation Schedule”). A draft of the Allocation Schedule shall be prepared by Parent and delivered to PHMD within sixty (60) days following the Closing Date. If, within forty-five (45) days after the receipt of the Allocation Schedule by PHMD, PHMD notifies Parent in writing that PHMD objects to one or more items reflected in the Allocation Schedule, PHMD and Purchaser shall negotiate in good faith to resolve such dispute; provided, however, that if PHMD and Parent are unable to resolve any dispute with respect to the Allocation Schedule within thirty (30) days following Parent’s receipt of any such notice of objection, each of Parent and PHMD may prepare and shall use (and shall cause its Affiliates to use) its own separate purchase price allocation (each such allocation, a “Separate Allocation”) in connection with the preparation and filing of all Tax Returns, and neither Parent nor Purchaser shall have any liability to PHMD, and PHMD shall have no liability to either Parent or Purchaser, for any Taxes that may be imposed by any Taxing Authority to the extent that such Tax arises as a result of the inconsistencies between the Separate Allocations. If no written objection is delivered by PHMD to Parent within the forty-five (45) day period after PHMD’s receipt of the Allocation Schedule, the Allocation Schedule as prepared by Parent shall deemed to be accepted by PHMD and shall be shall be conclusive and binding upon the Parties. The Parties shall file (and shall cause their Affiliates to file) all Tax Returns (including amended returns and claims for refund) in a manner consistent with the Allocation Schedule if the Allocation is agreed to (or deemed agreed to), as the case may be pursuant to the procedures set forth in this Section 8.7.
Purchase Price Allocations. For the purposes of this Agreement, including any adjustments to the Purchase Price as herein provided and, if applicable, for notices to holders of preferential purchase rights, the Purchase Price shall be allocated among the Assets as set forth in Exhibit “F” (the “Allocated Value(s)”).
Purchase Price Allocations. Schedule 19.16 is an allocation of the Purchase Price (the "Allocation") among the Parties pursuant to the provisions of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. Any subsequent adjustments to Purchase Price shall be reflected in Schedule 19.16, as revised by Buyer, in a manner consistent with the Allocation and Section 1060 of the Code and the Treasury Regulations promulgated thereunder. The parties recognize that the Purchase Price does not include the Buyer's acquisition expenses and that Buyer will allocate such expenses appropriately. Buyer and Seller shall not take any position on their respective income tax returns that is inconsistent with the allocation of the Purchase Price as set forth in Schedule 19.16. Buyer and Seller shall duly prepare and timely file Internal Revenue Service Form 8594 and Form 8824 and any comparable state, local or foreign forms (including any successor forms) (collectively the "1060 Forms") and any required attachments thereto required under Section 1060 of the Code, the Treasury Regulations promulgated thereunder or any provisions of state, local, or foreign law in accordance with the Allocation among the Assets as set forth in such Schedule 19.16. The Parties shall cooperate in the preparation of any 1060 Forms and shall file such 1060 Forms in the manner required by applicable law.
Purchase Price Allocations. The parties agree that the sum of ten thousand dollars ($10,000) of the cash portion of the Purchase Price will be allocated to the covenant not to compete set forth in Section 4 of this Agreement.
Purchase Price Allocations. The consideration payable pursuant to this Agreement and the Local Purchase Agreements shall be allocated among the Acquired Entities and the Acquired Assets in accordance with the allocation schedule set forth on Exhibit E (the “Allocation Schedule”). Except with respect to the items set forth on Schedule 2.5 (which items shall not be adjusted pursuant to this Section 2.5), the parties to this Agreement shall revise the Allocation Schedule to take into account any variation or adjustment in the consideration payable pursuant to this Agreement and the Local Purchase Agreements, including any variation in the value of the Horizon Common Stock issuable in the Closing Transactions from the value of such stock on the date hereof, as well as estimated and final adjustments pursuant to Article 8. Any such variation or adjustment shall be allocated proportionately among the Acquired Entities and Acquired Assets acquired with such consideration (such that the proportion of the aggregate consideration allocated to each Acquired Entity and Acquired Asset remains the same after such variation or adjustment, except that (i) the consideration allocable, directly or indirectly, to the stock of WD Parent shall be equal to the face amount of the debt obligations held by WD Parent, (ii) the consideration allocable, directly or indirectly, to the debt obligation of Sun and its Affiliates held by SLT shall be equal to the face amount of such debt obligation held by SLT, (iii) the allocations to the Acquired Hotels located in Europe (the “European Hotels”), and the Acquired Entities in which such Acquired Hotels are held, shall not be changed from the respective amounts set forth in Schedule 10.1(e) and (iv) so long as the daily closing price of a share of Horizon Common Stock as of the Closing Date as reported on the NYSE Composite Transactions reporting system is no less than $17.00, the allocations to (1) the Acquired Hotels (other than the European Hotels) not held directly or indirectly by Trust immediately prior to the REIT Merger Effective Time (other than the Acquired Hotel identified as the “W Seattle” on Schedule 10.1(d), if applicable), (2) the Acquired Hotels identified as the “Sheraton Royal Denarau Resort” and the “Sheraton Fiji Resort” on Schedule 10.1(d) and (3) the Acquired Hotels designated as the Replacement Hotels (other than the Acquired Hotel identified as the “W Seattle” on Schedule 10.1(d), if applicable) in accordance with Section 2.1(f), and, in the ...
Purchase Price Allocations. Section 338(h)(10)
Purchase Price Allocations. Sellers and Buyer agree that the Consideration shall be allocated for federal income tax purposes in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”). Buyer shall, within sixty (60) days after the Conclusive Adjustment Amount is determined, prepare and deliver to Sellers for their review a schedule allocating the Consideration (and any other items that are required for federal income tax purposes to be treated as part of the purchase price of the Units) among the purchased assets (such schedule, the “Allocation”). Sellers shall review such Allocation and provide any objections to Buyer within thirty (30) days after the receipt thereof. In the event Sellers do not object to Purchaser’s Allocation, such Allocation shall be final (the “Final Allocation”) and Buyer and Sellers shall report such Final Allocation for Tax purposes and file Tax Returns (including Form 8594 under Section 1060 of the Code) in a manner consistent with such mutually agreed Final Allocation. If Sellers raise any objection to the Allocation, the Parties will negotiate in good faith to resolve such objection(s). If the Parties are unable to agree on the Allocation within sixty (60) days after Sellers raise such objections, then Sellers and
Purchase Price Allocations. For a period of 90 days following the Closing, Seller and Purchaser shall attempt to agree on the allocation of the aggregate purchase price among the various classes of the assets purchased pursuant hereto (as such classes are defined for purposes of Section 1060 of the Code and the Treasury Regulations thereunder); provided, however, if the parties cannot agree on a mutually satisfactory allocation within such 90 day period, a mutually selected independent accounting firm shall, at Seller’s and Purchaser’s joint expense, determine the appropriate allocation, which determination shall be binding on the parties. The parties shall attempt to cause such independent accounting firm to complete such determination within 90 days following the Closing Date. No later than 30 days prior to the filing thereof, Seller and Purchaser each shall deliver to the other party a copy of Internal Revenue Service Form 8594 (including, with respect to any portions of the purchase price paid by Purchaser and received by Seller in taxable years following the year in which the Closing occurs, any supplemental asset acquisition statement on Form 8594 as described in Treasury Regulations Section 1.1060-1(e)(1)(ii)(B)) and any required exhibits thereto, setting forth the allocation as agreed to by Seller and Purchaser or determined by such independent accounting firm (the “Allocation”). Seller and Purchaser shall (i) be bound by the Allocation for all Tax purposes; (ii) prepare and file all Tax Returns (including amended Tax Returns, claims for Tax refunds and supplemental asset acquisition statements described in the preceding sentence) and information reports in a manner consistent with the Allocation; and (iii) take no position inconsistent with the Allocation in any Tax Return, any proceeding before any Taxing Authority or otherwise unless required pursuant to a “determination” within the meaning of Section 1313 of the Code.
