Common use of Tax Matters; Allocation of Purchase Price Clause in Contracts

Tax Matters; Allocation of Purchase Price. (a) After the Closing Date, the Parties shall cooperate fully with each other and shall make available to each other, as reasonably requested, all information, records or documents relating to tax liabilities or potential tax liabilities attributable to the Sellers with respect to the operation of the Facilities for all periods prior to the Effective Date and shall preserve all such information, records and documents at least until the expiration of any applicable statute of limitations or extensions thereof. The Parties shall also make available to each other as reasonably required, and at the reasonable cost of the requesting party (for out-of-pocket costs and expenses only), personnel responsible for preparing or maintaining information, records and documents in connection with tax matters. (b) The Purchase Price shall be allocated among each category of the Acquired Assets in accordance with Schedule 13.1(b). The Sellers and the Purchasers hereby agree to allocate the Purchase Price in accordance with Schedule 13.1(b), to be bound by such allocations, to account for and report the purchase and sale of the Acquired Assets contemplated hereby for federal and state tax purposes in accordance with such allocations, and not to take any position (whether in tax returns, tax audits, or other tax proceedings), which is inconsistent with such allocations without the prior written consent of the other Parties.

Tax Matters; Allocation of Purchase Price. (a) After the Closing Date, the Parties parties shall cooperate fully with each other and shall make available to each other, as reasonably requested, all information, records or documents relating to tax liabilities or potential tax liabilities attributable to the Sellers Seller and TRH with respect to the operation of the Facilities Hospitals for all periods prior to the Effective Date Time and shall preserve all such information, records and documents at least until the expiration of any applicable statute of limitations or extensions thereof. The Parties parties shall also make available to each other as reasonably required, and at the reasonable cost of the requesting party (for out-of-pocket costs and expenses only), personnel responsible for preparing or maintaining information, records and documents in connection with tax matters. (b) The Purchase Price shall be allocated among each category of the Acquired Assets and among each of the Hospitals in accordance with Schedule 13.1(b11.1(b). The Sellers Seller and the Purchasers Purchaser hereby agree to allocate the Purchase Price in accordance with Schedule 13.1(b11.1(b), to be bound by such allocations, to account for and report the purchase and sale of the Acquired Assets contemplated hereby for federal and state tax purposes in accordance with such allocations, and not to take any position (whether in tax returns, tax audits, or other tax proceedings), which is inconsistent with such allocations without the prior written consent of the other Partiesparties.

Tax Matters; Allocation of Purchase Price. (a) After the Closing Date, the Parties parties shall cooperate fully with each other and shall make available to each other, as reasonably requested, all information, records or documents relating to tax liabilities or potential tax liabilities attributable to the Sellers Seller with respect to the operation of the Facilities Hospital or ownership of the Assets for all periods prior to the Effective Date Time and shall preserve all such information, records and documents at least until the expiration of any applicable statute of limitations or extensions thereof. The Parties parties shall also make available to each other as reasonably required, and at the reasonable cost of the requesting party (for out-of-pocket costs and expenses only), personnel responsible for preparing or maintaining information, records and documents in connection with tax matters. (b) The Purchase Price (and the elements thereof) shall be allocated among each category of the Acquired Assets in accordance with Schedule 13.1(b11.1(b). The Sellers Seller and the Purchasers Purchaser hereby agree to allocate the Purchase Price in accordance with Schedule 13.1(b11.1(b), to be bound by such allocations, to account for and report the purchase and sale of the Acquired Assets contemplated hereby for federal and state tax purposes in accordance with such allocations, and not to take any position (whether in tax returns, tax audits, or other tax proceedings), which is inconsistent with such allocations without the prior written consent of the other Partiesparty.

Tax Matters; Allocation of Purchase Price. (a) After the Closing Date, the Parties parties shall cooperate fully with each other and shall make available to each other, as reasonably requested, all information, records or documents relating to tax Tax liabilities or potential tax Tax liabilities attributable to the Sellers Seller with respect to the operation of the Facilities Hospital or ownership of the Assets for all periods prior to the Effective Date Time and shall preserve all such information, records and documents at least until the expiration of any applicable statute of limitations or extensions thereof. The Parties parties shall also make available to each other as reasonably required, and at the reasonable cost of the requesting party (for out-of-pocket costs and expenses only), personnel responsible for preparing or maintaining information, records and documents in connection with tax Tax matters. (b) The Purchase Price (and the elements thereof) shall be allocated among each category of the Acquired Assets in accordance with Schedule 13.1(b11.1(b). The Sellers Seller and the Purchasers Purchaser hereby agree to allocate the Purchase Price in accordance with Schedule 13.1(b11.1(b), to be bound by such allocations, to account for and report the purchase and sale of the Acquired Assets contemplated hereby for federal and state tax Tax purposes in accordance with such allocations, and not to take any position (whether in tax Tax returns, tax Tax audits, or other tax Tax proceedings), which is inconsistent with such allocations without the prior written consent of the other Partiesparty.

Tax Matters; Allocation of Purchase Price. (a) After the Closing Date, the Parties parties shall cooperate fully with each other and shall make available to each other, as reasonably requested, all information, records or documents relating to tax liabilities or potential tax liabilities attributable to the Sellers Seller with respect to the operation of the Facilities Hospitals for all periods prior to the Effective Date Time and shall preserve all such information, records and documents at least until the expiration of any applicable statute of limitations or extensions thereof. The Parties parties shall also make available to each other as reasonably required, and at the reasonable cost of the requesting party (for out-of-pocket costs and expenses only), personnel responsible for preparing or maintaining information, records and documents in connection with tax matters. (b) The Purchase Price shall be allocated among each category of the Acquired Assets and among each of the Hospitals in accordance with Schedule 13.1(b11.1(b). The Sellers Seller and the Purchasers Purchaser hereby agree to allocate the Purchase Price in accordance with Schedule 13.1(b11.1(b), to be bound by such allocations, to account for and report the purchase and sale of the Acquired Assets contemplated hereby for federal and state tax purposes in accordance with such allocations, and not to take any position (whether in tax returns, tax audits, or other tax proceedings), which is inconsistent with such allocations without the prior written consent of the other Partiesparties.

Tax Matters; Allocation of Purchase Price. (a) After the Closing Date, the Parties shall cooperate fully with each other and shall make available to each other, as reasonably requested, all information, records or documents relating to tax Tax liabilities or potential tax Tax liabilities attributable to the Sellers Seller with respect to the operation of the Facilities Hospital or ownership of the Assets for all periods prior to the Effective Date Time and shall preserve all such information, records and documents at least until the expiration of any applicable statute of limitations or extensions thereof. The Parties shall also make available to each other as reasonably required, and at the reasonable cost of the requesting party Party (for out-of-pocket costs and expenses only), personnel responsible for preparing or maintaining information, records and documents in connection with tax Tax matters. (b) The Purchase Price (and the elements thereof) shall be allocated among each category of the Acquired Assets in accordance with Schedule 13.1(b11.1(b). The Sellers Seller and the Purchasers Purchaser hereby agree to allocate the Purchase Price in accordance with Schedule 13.1(b11.1(b), to be bound by such allocations, to account for and report the purchase and sale of the Acquired Assets contemplated hereby for federal and state tax Tax purposes in accordance with such allocations, and not to take any position (whether in tax Tax returns, tax Tax audits, or other tax Tax proceedings), which is inconsistent with such allocations without the prior written consent of the other PartiesParty.