SECTION 1060 ALLOCATION Clause Samples
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SECTION 1060 ALLOCATION. Within six (6) months after the Transfer Date, Buyer US (on behalf of itself and the other Purchasing Entities) shall prepare and deliver to UNOVA an allocation of the Purchase Price and the Assumed Liabilities among the US Purchased Assets and the UK Purchased Assets sold to the Purchasing Entities in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code“), and the regulations thereunder (the “Section 1060 Allocation“). If UNOVA does not object to the Section 1060 Allocation prepared by Buyer US within 30 days after receipt thereof, such allocations shall be final for purposes of this Agreement. If UNOVA objects to the Section 1060 Allocation within 30 days after receipt thereof, Buyer US and UNOVA shall meet promptly and in a good faith attempt to resolve any objections of UNOVA and to use their best efforts to agree upon the allocation. In the event Buyer US and UNOVA are unable to resolve their differences over the Section 1060 Allocation, such differences shall be resolved by the Independent Firm (as defined in Section 1.9(d) in accordance with Section 1.9(d). The Parties shall cooperate fully with each other and make available to each other such Tax data and other information as may be reasonably required in order to timely complete the Section 1060 Allocation and any other required statements or schedules. Except as required pursuant to applicable Law or a determination (as defined in Section 1313 of the Code or any similar provision of Law), the Parties and their Affiliates (as defined below) shall report the Transactions for all Tax purposes consistently with the Section 1060 Allocation. For purposes of this Agreement, “Affiliate“ means a Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with the first mentioned Person. To the extent that the parties require allocations of the Purchase Price and the Assumed Liabilities at or prior to Closing, including for United Kingdom Law purposes, then the parties shall endeavor to cooperate fully with each other to agree upon such allocations on or prior to the Transfer Date
SECTION 1060 ALLOCATION. With respect to the Champion Assets and the WJHC Assets, which constitute property that is not exchanged for like-kind property under Section 1031 of the Code, Champion and WJHC shall agree prior to the Closing Date to an allocation of such portion of the Champion Assets and the WJHC Assets among the various classes of assets in accordance with the provisions of Section 1060 of the Code and applicable Treasury Regulations and as set forth on Schedule 10.4 hereto subject to any appropriate subsequent adjustments. The parties agree that any tax returns, or other tax information they may file or cause to be filed with any governmental agency shall be prepared and filed consistent with such agreed upon allocation. In this regard, the parties agree that, to the extent required, they will each properly prepare and timely file Form 8594 in accordance with Section 1060 of the Code.
SECTION 1060 ALLOCATION. Seller shall have executed a document to evidence its agreement as to the allocation of the Purchase Price among the classes of Contributed Assets for purposes of Section 1060 of the Code and to be bound by such agreement in connection with the filings by Buyer and Seller of their respective Forms 8594.