Common use of Purchase Price Allocations Clause in Contracts

Purchase Price Allocations. Schedule 12.02 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 12.02, 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 12.02. Buyer and Seller shall duly prepare and timely file Internal Revenue Service Form 8594 and Form 8824 if a like kind exchange is elected pursuant to Section 12.03 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 12.02. The Parties shall cooperate in the preparation of any 1060 Forms and shall file such 1060 Forms in the manner required by Applicable Law.

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Tosco Corp)

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Purchase Price Allocations. Schedule 12.02 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 12.0219.16, 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 '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 12.0219.16. Buyer and Seller shall duly prepare and timely file Internal Revenue Service Form 8594 and Form 8824 if a like kind exchange is elected pursuant to Section 12.03 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 12.0219.16. The Parties shall cooperate in the preparation of any 1060 Forms and shall file such 1060 Forms in the manner required by Applicable Lawapplicable law.

Appears in 1 contract

Samples: Asset Purchase Agreement (Tosco Corp)

Purchase Price Allocations. Schedule 12.02 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 12.0219.16, 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 '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 12.0219.16. Buyer and Seller shall duly prepare and timely file Internal Revenue Service Form 8594 and Form 8824 if a like kind exchange is elected pursuant to Section 12.03 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 12.02. The Parties shall cooperate in the preparation of any 1060 Forms and shall file such 1060 Forms in the manner required by Applicable Law19.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ultramar Diamond Shamrock Corp)

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Purchase Price Allocations. Schedule 12.02 12.2 is an allocation of the Purchase Price (the "Allocation") among the Parties Assets 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 12.0212.2, 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 '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 12.0212.2. Buyer and Seller shall duly prepare and timely file Internal Revenue Service Form 8594 and Form 8824 if a like kind exchange is elected pursuant to Section 12.03 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 12.02. The Parties shall cooperate in the preparation of any 1060 Forms and shall file such 1060 Forms in the manner required by Applicable Law12.

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Holly Corp)

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