Tax Allocation of Purchase Price. (a) Purchaser and Seller agree that, upon final determination of the Purchase Price, the Purchase Price shall be allocated (for tax purposes) to the Assets in accordance with Schedule 3.4 attached hereto.
Tax Allocation of Purchase Price. Purchaser shall prepare an allocation of the Purchase Price, plus the Assumed Liabilities, taking into account any adjustments made thereto pursuant to this Agreement, among the Purchased Assets in accordance with Code Section 1060 and the Treasury Regulations thereunder (and any similar provision of state, local or foreign law, as appropriate), which allocations shall be binding upon Sellers. Purchaser shall deliver such allocation to the Company within one hundred twenty (120) days after the Closing Date. In the event an adjustment to the Purchase Price is made pursuant to this Agreement, the allocation of the Purchase Price, plus Assumed Liabilities, shall be revised accordingly by Purchaser and delivered to the Company as soon as reasonably practicable. Purchaser and Sellers and each of their respective Affiliates shall take all actions and file all Tax Returns (including, but not limited to IRS Form 8594, “Asset Acquisition Statement”) consistent with such allocation unless required to do otherwise by law and, in such event, Sellers shall provide advance written notice to Purchaser detailing (i) the reasons surrounding such inconsistent position and (ii) the position to be taken by Sellers. Sellers shall timely and properly prepare, execute, file and deliver all such documents, forms and other information as Purchaser may reasonably request to prepare such allocation. Notwithstanding any other provisions of this Agreement, the foregoing agreement shall survive the Closing Date without limitation, and shall not be an admission of and shall not be evidence of the value of any of the Purchased Assets in the Chapter 11 Cases or any other related proceeding, and shall be for Tax purposes only.
Tax Allocation of Purchase Price. At or prior to the Closing, Buyers and Sellers shall enter into an agreement reasonably allocating the Purchase Price among the Purchased Assets in accordance with Section 1060 of the Code and the applicable Treasury Regulations thereunder, including Treasury Regulation 1.1060-1. Buyers and Sellers shall report and file all of their respective Tax Returns (including amended Tax Returns and claims for refund) consistent with such allocation, and shall take no position contrary thereto or inconsistent therewith (including, without limitation, in any audits or examinations by any taxing authority or in any other proceedings). Buyers and Sellers shall cooperate in the filing of any forms (including Forms 8594) with respect to such allocation. Notwithstanding any other provisions of this Agreement, the foregoing agreement shall survive the Closing Date without limitation and shall bind the Parties thereto for U.S. federal, state and local income tax purposes only and for no other purpose.
Tax Allocation of Purchase Price. Buyer and Seller shall agree to a reasonable allocation of the Purchase Price among the Acquired Assets in accordance with Section 1060 of the Tax Code and the applicable Treasury Regulations thereunder. Buyer and Seller shall report and file all of their respective Tax Returns (including amended Tax Returns and claims for refund) consistent with such allocation, and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any taxing authority or in any other proceedings). Buyer and Seller shall cooperate in the filing of any forms (including IRS Form 8594) with respect to such allocation as and when required by applicable Law. Notwithstanding any other provisions of this Agreement, the provisions of this Section 4.4 shall survive the Closing Date without limitation.
Tax Allocation of Purchase Price. The Purchase Price shall be allocated among the Purchased Assets in accordance with the IRS Form 8594, Asset Acquisition Statement Under Section 1060 as agreed by Seller and Buyer and their respective accountants in good faith consistent in all respects with applicable laws. Seller and Buyer shall file their respective Tax Returns in accordance with such allocation and shall not take any position inconsistent with such allocation, unless Seller or Buyer, as the case may be, reasonably determines (and notifies the other Party) that such allocation is contrary to applicable law.
Tax Allocation of Purchase Price. For purposes of each party’s reporting of the transactions contemplated by this Agreement to the United States Department of Internal Revenue Service, prior to the Closing, the parties shall agree as to a schedule allocating the Purchase Price amongst the Purchased Assets which shall be set forth on Exhibit G, adjusted for additions and deletions of the Purchased Assets between the Effective Date of this Agreement and the Closing. The Purchase Price allocation as agreed upon by the parties shall be evidenced by the completion, by both Seller and Purchaser, of Form 8594, Asset Acquisition Statement Under Section 1060 if the transactions contemplated hereby constitute the sale and purchase of a trade or business. Such Form is to be attached to both the Seller’s and Purchaser's tax return in the tax year of the sale.
Tax Allocation of Purchase Price. Seller and Buyer agree to the below tax allocations of the Purchase Price: Furniture, Fixtures and Equipment: $ 20,000 Non–Competition Agreement: $ 0 Goodwill: $ 30,000 Inventory $ 90,000 Other $ 140,000
Tax Allocation of Purchase Price. The sum of the Purchase Price to be allocated to the restrictions and covenants set forth in Article XIII hereunder and the balance of the Purchase Price to be allocated in accordance with the provisions of Section 1060 of the Internal Revenue Code of 1986, as amended, shall be determined by Purchaser, provided that Purchaser shall provide Seller with the opportunity to comment within ten (10) business days on the proposed allocation prior to filing. Neither Seller nor Purchaser will take any position for income tax purposes that is inconsistent with such allocation. Each of Seller and Purchaser agrees to complete IRS Form 8594 consistently with such allocation and to furnish each other with a copy of such form prepared in draft form within fifteen (15) business days prior to the filing due date of such form.
Tax Allocation of Purchase Price. For federal and state income Tax purposes, the Outstanding Loan Amount shall be deemed to be the purchase price and shall be allocated among the Purchased Assets as agreed by the Parties following the Closing. The Parties shall use such allocation in all reports, statements and Tax Returns filed with any taxing authority.
Tax Allocation of Purchase Price. At or prior to the Closing, ----------------------------------------------- the Parties shall make a good faith allocation of the Purchase Price among the assets of the Company (the "Section 338 Allocation") within the requirements of Treasury Regulation Section 1.338(b)-2T with the knowledge and understanding that the Section 338 Allocation will be used by the Parties for federal income tax reporting purposes, including using the Section 338 Allocation in making any election pursuant to Section 338(h)(10) of the Code as set forth in Section 13.2. The Parties shall report the transactions contemplated by this Agreement for federal income tax purposes in accordance with the Section 338 Allocation. The Parties will not, nor will any consolidated or unitary tax reporting group of which any Party is a part, take a position inconsistent with the Section 338 Allocation except with the written consent of the other Parties. However, if the Internal Revenue Service takes a position with respect to one Party to this Agreement that is inconsistent with the Section 338 Allocation, the other Parties may take a protective position adopting the Internal Revenue Service's contention until the controversy is finally resolved.
