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 Seller with respect to the operation of the Hospital for all periods prior to the Effective 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 (for out-of-pocket costs and expenses only), personnel responsible for preparing or maintaining information, records and documents in connection with tax matters. (b) Within one hundred twenty (120) calendar days following the Closing Date, Purchaser shall provide Seller a proposed allocation of the Purchase Price among the Assets. Such allocation shall be in accordance with Section 1060 of the Internal Revenue Code and the Treasury Regulations promulgated thereunder. Purchaser's proposed allocation shall become final and binding on the parties thirty (30) calendar days after Purchaser provides the proposal to Seller, unless Seller objects in writing (in which case, Seller shall propose an allocation). If the parties cannot agree on the allocation, the parties shall use commercially reasonable efforts to resolve any disputes, but if a final resolution is not reached within thirty (30) calendar days after Seller has submitted its objection in writing, each of Purchaser and Seller shall make their own independent allocation of the total consideration among each category of the Assets. To the extent Seller and Purchaser reach agreement upon the allocation (or Seller does not otherwise object in writing to Purchaser's proposed allocation as described above), Seller and Purchaser hereby agree to be bound by such allocation, to account for and report the purchase and sale of the Assets contemplated hereby for federal and state tax purposes in accordance with such allocation, and not to take any position (whether in tax returns, tax audits, or other tax proceedings), which is inconsistent with such allocation without the prior written consent of the other parties.

Tax Matters; Allocation of Purchase Price. (a) After the Closing DateClosing, 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 Seller or any Subsidiary with respect to the operation of the Hospital Hospitals for all periods on or prior to the Effective Time Closing 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) Within one hundred twenty (120) calendar days following the Closing Date, Purchaser The Purchase Price shall provide Seller a proposed allocation be allocated among each of the Purchase Price Assets (or, where more practical, each category of Assets) and among each of the Assets. Such allocation shall be Hospitals in accordance with Section 1060 of Schedule 11.1(b), which will be agreed upon within five (5) business days prior to the Internal Revenue Code and the Treasury Regulations promulgated thereunder. Purchaser's proposed allocation shall become final and binding on the parties thirty (30) calendar days after Purchaser provides the proposal to Seller, unless Seller objects in writing (in which case, Seller shall propose an allocation). If the parties cannot agree on the allocation, the parties shall use commercially reasonable efforts to resolve any disputes, but if a final resolution is not reached within thirty (30) calendar days after Seller has submitted its objection in writing, each of Purchaser and Seller shall make their own independent allocation of the total consideration among each category of the Assets. To the extent Closing Date by Seller and Purchaser reach agreement upon the allocation (or Seller does not otherwise object in writing to Purchaser's proposed allocation as described above), . Seller and Purchaser hereby agree to allocate the Purchase Price in accordance with Schedule 11.1(b), to be bound by such allocationallocations for all purposes, to account for and report the purchase and sale of the Assets contemplated hereby for all purposes (including, without limitation, financial reporting, accounting, Medicare reimbursement and federal and state tax purposes purposes) in accordance with such allocationallocations, and not to take any position (whether in financial statements, cost reports, tax returns, cost report or tax audits, or other tax proceedingsotherwise), which is inconsistent with such allocation allocations without the prior written consent of the other partiesparty.

Tax Matters; Allocation of Purchase Price. (a) After the Closing DateClosing, 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 Seller or any Subsidiary with respect to the operation of the Hospital Hospitals for all periods on or prior to the Effective Time Closing 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) Within one hundred twenty (120The Purchase Price shall be allocated among the various classes of the Assets and between each of the Hospitals in accordance with Schedule 11.1(b) calendar days following which shall be agreed upon by the parties no later than the Closing Date, Purchaser shall provide Seller a proposed allocation of and provided further the Purchase Price among allocated to Trinity Valley Medical Center in the Assets. Such allocation aggregate shall be $44,000,000, and to Minden Medical Center in accordance with Section 1060 of the Internal Revenue Code and the Treasury Regulations promulgated thereunderaggregate shall be $33,000,000. Purchaser's proposed allocation shall become final and binding on the parties thirty (30) calendar days after Purchaser provides the proposal to Seller, unless Seller objects in writing (in which case, Seller shall propose an allocation). If the parties cannot agree on the allocation, the parties shall use commercially reasonable efforts to resolve any disputes, but if a final resolution is not reached within thirty (30) calendar days after Seller has submitted its objection in writing, each of Purchaser and Seller shall make their own independent allocation of the total consideration among each category of the Assets. To the extent Seller and Purchaser reach agreement upon the allocation (or Seller does not otherwise object in writing to Purchaser's proposed allocation as described above), Seller and Purchaser hereby agree to allocate the Purchase Price in accordance with Schedule 11.1(b), to be bound by such allocationallocations for all purposes, to account for and report the purchase and sale of the Assets contemplated hereby for all purposes (including, without limitation, financial reporting, accounting and federal and state tax purposes purposes) in accordance with such allocationallocations, and not to take any position (whether in financial statements, tax returns, cost report or tax audits, or other tax proceedingsotherwise), which is inconsistent with such allocation allocations without the prior written consent of the other partiesparty. 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.

Tax Matters; Allocation of Purchase Price. (a) After Within 90 days 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 Seller with respect to the operation completion of the Hospital for all periods prior to the Effective 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 final determination of the requesting party (for out-of-pocket costs Special Procedures Report of Assets Acquired and expenses only), personnel responsible for preparing or maintaining information, records and documents in connection with tax matters. (b) Within one hundred twenty (120) calendar days following the Closing DateLiabilities Assumed, Purchaser shall provide Seller to Comdisco copies of a proposed schedule allocating the Purchase Price (and any other items required to be treated as additional Purchase Price at such time) among the Sellers and the Purchased Assets (the "Allocation Statement"); provided, that the Allocation Statement shall not be inconsistent with the allocation of the Purchase Price among agreed to by Purchaser and the AssetsSellers pursuant to Section 2.3, except to the extent any inconsistencies relate to or arise out of the final determination of the Special Procedures Report of Assets Acquired and Liabilities Assumed. Such allocation Within 60 days after the receipt of such Allocation Statement, Comdisco shall propose to Purchaser any changes to such Allocation Statement or shall indicate its concurrence therewith, which concurrence shall not be unreasonably withheld. The failure by Comdisco to propose any such change or to indicate its concurrence within such 60 days shall be in accordance deemed to be an indication of its concurrence with Section 1060 of the Internal Revenue Code such Allocation Statement. Purchaser and the Treasury Regulations promulgated thereunder. Purchaser's proposed allocation shall become final and binding on the parties thirty (30) calendar days after Purchaser provides the proposal to Seller, unless Seller objects in writing (in which case, each Seller shall propose an allocationfile, and shall cause their Affiliates to file, all Tax Returns and statements (including Form 8594). If the parties cannot agree on the allocation, the parties shall use commercially reasonable efforts to resolve any disputes, but if forms and schedules in connection therewith in a final resolution is not reached within thirty (30) calendar days after Seller has submitted its objection in writing, each of Purchaser and Seller shall make their own independent manner consistent with such allocation of the total consideration among each category Purchase Price and shall take no position contrary thereto unless required to do so by applicable Tax laws. Any disputes with respect to the items on the Allocation Statement which Purchaser and Comdisco, acting in good faith, are unable to resolve shall be resolved by the Selected Accounting Firm. Each of the Assets. To the extent Seller and Purchaser reach agreement upon the allocation (or Seller does not otherwise object in writing parties to Purchaser's proposed allocation as described above), Seller and Purchaser hereby agree to this Agreement shall be bound by such allocation, to account for and report the purchase and sale of decision rendered by the Assets contemplated hereby for federal and state tax purposes in accordance with such allocation, and not to take any position (whether in tax returns, tax audits, or other tax proceedings), which is inconsistent with such allocation without the prior written consent of the other partiesSelected Accounting Firm.

Tax Matters; Allocation of Purchase Price. (a) After the Closing DateClosing, 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 Seller with respect to the operation of the Hospital for all periods on or prior to the Effective Time Closing 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) Within one hundred twenty (120) calendar days following the Closing Date, Purchaser The Purchase Price shall provide Seller a proposed allocation be allocated among each of the Purchase Price among the Assets (or, where more practical, each category of Assets. Such allocation shall be ) in accordance with Section 1060 of Schedule 11.1(b), which will be agreed upon within five (5) business days prior to the Internal Revenue Code and the Treasury Regulations promulgated thereunder. Purchaser's proposed allocation shall become final and binding on the parties thirty (30) calendar days after Purchaser provides the proposal to Seller, unless Seller objects in writing (in which case, Seller shall propose an allocation). If the parties cannot agree on the allocation, the parties shall use commercially reasonable efforts to resolve any disputes, but if a final resolution is not reached within thirty (30) calendar days after Seller has submitted its objection in writing, each of Purchaser and Seller shall make their own independent allocation of the total consideration among each category of the Assets. To the extent Closing Date by Seller and Purchaser reach agreement upon the allocation (or Seller does not otherwise object in writing to Purchaser's proposed allocation as described above), . Seller and Purchaser hereby agree to allocate the Purchase Price in accordance with Schedule 11.1(b), to be bound by such allocationallocations for all purposes, to account for and report the purchase and sale of the Assets contemplated hereby for all purposes (including, without limitation, financial reporting, accounting, Medicare reimbursement and federal and state tax purposes purposes) in accordance with such allocationallocations, and not to take any position (whether in financial statements, cost reports, tax returns, cost report or tax audits, or other tax proceedingsotherwise), which is inconsistent with such allocation allocations without the prior written consent of the other partiesparty.