Section 754 Election and Purchase Price Allocation Sample Clauses

Section 754 Election and Purchase Price Allocation. (a) Notwithstanding anything contained in this Agreement to the contrary, the parties shall cause Yucatan to make an election under Section 754 of the Code on its federal Income Tax return for the Tax period of Yucatan that includes the Closing Date, and all items of Yucatan’s income, gain, loss, or deduction attributable to the Tax period of Yucatan that includes the Closing Date shall be allocated based on the interim closing method of Yucatan as of the date of the Closing Date pursuant to Section 706 of the Code and the Treasury Regulations promulgated thereunder and shall not be based on a proration of such items for the entire Tax period.
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Section 754 Election and Purchase Price Allocation. Notwithstanding anything to the contrary in this Agreement, if at the time of the Merger, an election under Section 754 of the Code is not in effect for the Company, the parties hereto agree that an election under Section 754 of the Code shall be made in accordance with Treasury Regulation Section 1.754-1(b) by the Company on its federal income Tax Return for the Tax period that includes the Closing Date. The adjustments to the tax basis of the underlying assets of the Company Members pursuant to Sections 743(b) and 755 of the Code arising out of the Merger shall be determined in accordance with the methodology set forth on Annex 3 (the “Purchase Price Allocation”). The Purchase Price Allocation shall be delivered by Buyer to the Seller Representative within one-hundred twenty (120) days after the Closing Date for Seller Representative’s approval. Seller Representative and Buyer shall work in good faith to resolve any disputes relating to the Purchase Price Allocation within thirty (30) days. If Seller Representative and Buyer are unable to resolve any such dispute, such dispute shall be resolved promptly by the Accounting Arbitrator, the costs of which shall be allocated to and borne by Buyer and the Seller Representative, on behalf of Sellers, based on the inverse of the percentage that the Accounting Arbitrator determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Accounting Arbitrator. Buyer and the Sellers shall file, or cause to be filed all US-DOCS\102662145.20 Tax Returns in a manner consistent with the Purchase Price Allocation (as revised to take into account any subsequent adjustments to the Adjusted Purchase Price).
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Section 754 Election and Purchase Price Allocation. The Owners have agreed to make an election under Section 754 of the Code prior to the Closing Date.The Parties shall determine the relative values of the assets comprising the Seller's Ownership Interest by allocating the Purchase Price among such assets. Such Purchase Price allocation shall be agreed upon prior to Closing. When agreed, the allocation of Purchase Price shall be attached as Schedule 2.4 hereto. Any disagreements as to the allocation of Purchase Price shall be resolved pursuant to the provisions of Section 8.12.
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Section 754 Election and Purchase Price Allocation. The Parties agree to cause Sandhill to make an election under Section 754 of the Code on a timely filed federal partnership return for the short period which ends on the Closing. The Parties shall mutually agree on the relative values of the assets of Sandhill, and allocate the Purchase Price among Sandhill's assets, in accordance with the provisions of Sections 743, 754 and 755 of the Code, within 90 days after the Closing. When agreed, the allocation of Purchase Price shall be attached as Schedule 2.5 hereto. Any disagreements as to the allocation of Purchase Price shall be resolved pursuant to the provisions of Section 7.11.
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Section 754 Election and Purchase Price Allocation. Notwithstanding anything to the contrary in this Agreement, if at the time of the Closing, an election under Section 754 of the Code is not in effect for Liberty, the Parties agree that an election under Section 754 of the Code (and any corresponding provisions of state or local law) shall be made in accordance with Treas. Reg. § 1.754-1(b) by Liberty on its U.S. federal Income Tax Return for the Tax period that includes the Closing Date.
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Related to Section 754 Election and Purchase Price Allocation

  • Purchase Price Allocation (a) Notwithstanding anything to the contrary herein, the Purchase Price (plus Assumed Liabilities to the extent properly taken into account under the Code and the Treasury Regulations promulgated thereunder) shall be allocated among the Purchased Assets, (and, to the extent appropriate under applicable Law, the Sublease, the Real Property License and the licenses and covenant not to compete contained in the IP License Agreement) in accordance with applicable Law, including Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Allocation”) and in accordance with the principles set forth in Exhibit K. Purchaser shall provide Seller Parent with a preliminary Allocation no later than ninety (90) days after the Closing Date. If Seller Parent disagrees with any item reflected on the preliminary Allocation provided by Purchaser, Seller Parent shall notify Purchaser of such disagreement and its reasons for so disagreeing within thirty (30) days of receipt of such Allocation, in which case Seller Parent and Purchaser shall attempt to resolve in good faith the disagreement. If Seller Parent does not notify Purchaser of a disagreement within such thirty (30) day period, the preliminary Allocation prepared by Purchaser shall become the final Allocation. To the extent Seller Parent and Purchaser cannot agree on a mutually acceptable determination and/or allocation of the consideration within fifteen (15) days following Purchaser’s receipt of Seller Parent’s objections (if any), such determination and/or allocation shall be made by a nationally recognized firm of independent public accountants agreed upon by Seller Parent and Purchaser, within fifteen (15) days following the referral of the matter to such firm of independent public accountants) and whose decision shall be final and binding and whose expenses shall be shared equally by Seller Parent and Purchaser.

  • 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.

  • Section 754 Elections The General Partner may elect, pursuant to Section 754 of the Code, to adjust the basis of the Partnership's assets for all transfers of Partnership Interests if such election would benefit any Partner or the Partnership.

  • Section 754 Election In the event of a distribution of the Fund's property to a Member or an assignment or other transfer (including by reason of death) of Units of a Member in the Fund, at the request of a Member, the Board, in its sole and absolute discretion, may cause the Fund to elect, pursuant to Section 754 of the Code, or the corresponding provision of subsequent law, to adjust the basis of the Fund's property as provided by Sections 734 and 743 of the Code.

  • Section 338 Elections (a) Section 338(h)(10)

  • Section 338 Election No election under Section 338 has been made by or with respect to any of the Acquired Corporations or any of their respective assets or properties within the last three taxable years.

  • Section 754 Adjustment To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Holder in complete liquidation of his interest in the Partnership, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Holders in accordance with their interests in the Partnership in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Holders to whom such distribution was made in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

  • Section 754 Adjustments To the extent an adjustment to the adjusted tax basis of any Company asset, pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Unit Holder in complete liquidation of such Unit Holder’s interest in the Company, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Unit Holders in accordance with their interests in the Company in the event Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Unit Holder to whom such distribution was made in the event Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

  • Purchase Price; Allocation of Purchase Price (a) The purchase price for the Purchased Assets and the Shares (the “Purchase Price”) is $3,000,000,000 (three billion dollars) in cash. The Purchase Price shall be paid as provided in Section 2.09 and shall be subject to adjustment as provided in Sections 2.09 and 2.11. Seller shall be treated as receiving a portion of the Purchase Price as agent for its Affiliates actually selling the Purchased Assets and the Shares consistent with the allocation of the Purchase Price pursuant to the Allocation Statement.

  • Section 336(e) Election If UTC determines, in its sole discretion, that one or more protective elections under Section 336(e) of the Code (each, a “Section 336(e) Election”) shall be made with respect to the Carrier Distribution, the Otis Distribution, and/or any of the Internal Distributions, the relevant SpinCo(s) shall (and shall cause any relevant member of such SpinCo Group(s) to) join with UTC and/or any relevant member of the UTC Group, as applicable, in the making of any such election and shall take any action reasonably requested by UTC or that is otherwise necessary to give effect to any such election (including making any other related election). If a Section 336(e) Election is made with respect to the Carrier Distribution, the Otis Distribution, and/or any of the Internal Distributions, then this Agreement shall be amended in such a manner as is determined by UTC in good faith to take into account such Section 336(e) Election(s), including by requiring that, in the event (a) any Contribution, Distribution, or Internal Distribution fails to have U.S. Tax-Free Status and (b) a Company (or such Company’s Group) that does not have exclusive responsibility pursuant to this Agreement for Tax-Related Losses arising from such failure actually realizes in cash a Tax Benefit from the step-up in Tax basis resulting from the relevant Section 336(e) Election(s), such Company shall pay over to the Company that has exclusive responsibility pursuant to this Agreement for such Tax-Related Losses any such Tax Benefits realized (provided, that, if such Tax-Related Losses are Shared Taxes or Taxes for which more than one Company is liable under Section 7.05(c)(i), the Company that actually realizes in cash the Tax Benefit resulting from the relevant Section 336(e) Election shall pay over to each of the other Companies responsible for such Taxes the percentage of any such Tax Benefits realized that corresponds to each such Company’s percentage share of such Taxes).

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