Tax Allocation of Purchase Price. As promptly as practicable, but in no event later than 30 days following the Closing Date, Buyer shall prepare and deliver to Seller a statement allocating the Initial Purchase Price and Assumed Liabilities among the Assets (the “Allocation Statement”). The Allocation Statement will be consistent with the provisions of Section 1060 of the Code and the Treasury Regulations thereunder. Within 30 days after Seller’s receipt of the Allocation Statement, Seller shall indicate its concurrence therewith, or propose to Buyer any changes to the Allocation Statement. Seller’s failure to notify Buyer of any objection to the Allocation Statement within 30 days after receipt thereof shall constitute Seller’s concurrence therewith. Seller and Buyer shall negotiate in good faith to resolve any disputes regarding the Allocation Statement. If Seller and Buyer are unable to resolve any disputes regarding the Allocation Statement within 30 days of Buyer’s receipt of such changes, then the dispute shall be submitted to a mutually acceptable independent accounting firm for resolution as soon as practicable, but in any event within 30 days. The independent accounting firm shall act as an expert and not as an arbitrator to determine, based solely on the written submissions of the parties and not by independent investigation, only the specific items under dispute by the parties. The independent accounting firm shall deliver to Seller and Buyer, as promptly as practicable, but in any case no later than 30 days, a determination of the allocation. This determination will be binding on the parties and, subject to the following sentence, all Tax Returns filed by Parent, Buyer, Seller, the members of Seller, and each of their Affiliates shall be prepared consistently with such allocation, and neither of them shall take a position on any Tax Return or other form or statement contrary to such allocation (unless required to do so by a Governmental Authority). Upon each subsequent adjustment of the Initial Purchase Price after the Closing Date to reflect (i) the difference between the Closing Date Net Worth and the Final Month End Net Worth, if any, (ii) the Initial Revenue Payment, and (iii) the Secondary Revenue Payment, Buyer and Seller will each revise their IRS Forms 8594 in accordance with the above procedure. Each of the parties agrees to notify the other if the IRS or any other Governmental Authority proposes a reallocation of amounts allocated pursuant to this Section 7.4(a).
Tax Allocation of Purchase Price. (a) Purchaser and Seller agree that, upon final determination of the Purchase Price, the Purchase Price shall be allocated to the Assets in accordance with Schedule 3.4 attached hereto.
(b) Purchaser and Seller shall report the transaction contemplated by this Agreement (including income tax reporting requirements imposed pursuant to Section 1060 of the Internal Revenue Code of 1986, as amended) in accordance with the allocation specified in Schedule 3.4. In the event any party hereto receives notice of an audit in respect of the allocation of the Purchase Price specified herein, such party shall immediately notify the other party in writing as to the date and subject of such audit.
(c) If any federal, state or local tax return report or filing by Purchaser or Seller relating to the transactions contemplated hereby is challenged by the taxing authority with which such return, report or filing was filed on the basis of the allocation set forth in Schedule 3.4, as finally adjusted, the filing party shall assert and maintain in good faith the validity and correctness of such allocation during the audit thereof until the issuance by the taxing authority of a "30 Day Letter", or a determination of liability equivalent thereto, to such party, whereupon such party shall, in its sole discretion, have the right to pay, compromise, settle, dispute or otherwise deal with its alleged tax liability. If such a tax return, report or filing is challenged as herein described, the party filing such return, report or filing shall keep the other party apprised of its decisions and the current status and progress of all administrative and judicial proceedings, if any, that are undertaken at the election of such party.
(d) If either party (including permitted successors and assigns thereof) to this Agreement defaults under this Section 3.4, it shall pay as damages to the other party, so long as such other party is not in default under this Section 3.4, an amount which, after reduction for all taxes which would be incurred (calculated at the highest marginal rate applicable in the relevant jurisdictions) as a result of receiving said amount, is equal to the result (but not less than zero) of subtracting the amount in (ii) below from the amount in (i) below:
(i) The total amount of income or gains taxes (including interest and penalties calculated at the highest marginal rate applicable in the relevant jurisdictions) to all jurisdictions imposing such taxes upon the nondefaulting...
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. 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. 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. The Purchase Price shall be allocated to the Purchased Assets as determined by the Buyer and both Buyer and Seller agree to file the required Form 8594 with respect to the allocation of the Purchase Price.
Tax Allocation of Purchase Price. (a) Within a reasonable period following the Final Closing, Purchaser shall prepare and deliver to Seller a statement (an "Allocation Statement") reasonably allocating the amount of the Purchase Price among the Purchased Assets, in amounts consistent with Section 1060 of the Code, and the regulations thereunder ("Section 1060").
(b) Seller shall have a period of 30 Business Days after the delivery of the Allocation Statement to present in writing to Purchaser notice of any objections Seller may have to the allocations set forth therein (an "Allocation Objection Notice"). Unless Seller timely objects, such Allocation Statement shall be binding on the parties without further adjustment, absent manifest error.
(c) If Seller shall deliver an Allocation Objection Notice within the thirty-Business Day period referred to above, Purchaser and Seller shall negotiate in good faith and use their reasonable best efforts to resolve such dispute. If the parties fail to agree within fifteen days after the delivery of the Allocation Objection Notice, then the disputed items shall be resolved by such independent and nationally recognized accounting firm chosen by Purchaser and acceptable to Seller (the "Tax Accountant"), whose determination shall be final and binding on the parties. The Tax Accountant shall resolve the dispute within thirty days after such dispute has been referred to it. The costs, fees and expenses of the Tax Accountant shall be borne by the party whose position is not upheld or, if the Tax Accountant makes an independent determination, equally by Seller, on the one hand, and Purchaser, on the other hand.
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 Purchase Price shall be allocated among the Purchased Assets for tax purposes in a manner mutually agreeable to NGE and Buyer (within ninety (90) days following the final Effective Transfer Date) and consistent with Section 1060 of the Internal Revenue Code and the Treasury Regulations promulgated thereunder as Class VI identifiable intangible assets. NGE and Buyer shall file all information reports and Tax Returns (and any amendments thereto or claims for refund) in a manner consistent with this Section 2.6 (including, without limitation, Internal Revenue Service Form 8594 or any successor form).
Tax Allocation of Purchase Price. At or prior to the Closing, the parties shall agree upon an allocation of the Purchase Price among the various categories of Assets for tax reporting purposes in accordance with their fair values and in a manner consistent with the overall allocation of the Base Purchase Price on Exhibit B and in compliance with applicable tax laws, and shall attach such allocation to this Agreement as Schedule 2.7. Each party hereto agrees that it shall report for federal, state, local and all other tax purposes in a manner consistent with such allocation, and that it shall not take any position inconsistent with such allocation in connection with any examination, claim, action or other proceeding by or against any taxing authority or for any other purpose.
