Tax Reporting and Allocation of Consideration. (a) Seller and Buyer acknowledge and agree that (i) Seller will be responsible for and will perform all Tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Seller or a Subsidiary to any Business Employee, and (ii) Buyer will be responsible for and will perform all Tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Buyer or a Buyer Designee to any Transferred Employee. For the avoidance of doubt, nothing in this paragraph is intended to modify or adjust the substantive liability of Buyer and Seller under this Agreement with respect to the Taxes described in this paragraph.
(b) Seller and Buyer recognize their mutual obligations pursuant to Section 1060 of the Code to timely file IRS Form 8594 (the “Asset Acquisition Statement”) with their respective federal income tax returns. Accordingly, Seller and Buyer shall, no later than ninety (90) days after the Closing Date, attempt in good faith to (i) enter into a Purchase Price allocation agreement providing for the allocation of the Purchase Price among the Purchased Assets consistent with the provisions of Section 1060 of the Code and the Treasury Regulations thereunder and (ii) cooperate in the preparation of the Asset Acquisition Statement in accordance with clause (i) for timely filing with their respective federal income tax returns; provided, however, that nothing in this Section 5.3(b) shall be deemed to obligate either Seller or Buyer to agree on such allocation or Asset Acquisition Statement. If Seller and Buyer shall have agreed on a Purchase Price allocation and an Asset Acquisition Statement, then Seller and Buyer shall file the Asset Acquisition Statement in the form so agreed and neither Seller nor Buyer shall take a Tax position which is inconsistent with such Purchase Price allocation, unless otherwise required by applicable Law.
Tax Reporting and Allocation of Consideration. (a) Seller and Buyer acknowledge and agree that (i) Seller will be responsible for and will perform all tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Seller to any Business Employee in connection with operating the Business prior to or on the date hereof, and (ii) Buyer will be responsible for and will perform all tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Buyer to any Accepting Employee in connection with operating the Business after the date hereof.
(b) Seller and Buyer recognize their mutual obligations pursuant to Section 1060 of the Code to timely file IRS Form 8594 (the "ASSET ACQUISITION STATEMENT") with each of their respective federal income tax returns. The allocation of the Purchase Price among the Purchased Assets is set forth in SCHEDULE 5.2(B) hereto. Seller and Buyer agree to cooperate in the preparation of the Asset Acquisition Statement for timely filing in each of their respective federal income tax returns. Neither Seller nor Buyer shall file any tax return taking a position inconsistent with the Purchase Price allocation set forth in SCHEDULE 5.2(B). The parties further agree that the value of the Contingent Shares, if any, issued pursuant to this Agreement shall be allocated in the same manner and in the same percentages as are utilized to allocate the Purchase Price in SCHEDULE 5.2(B).
Tax Reporting and Allocation of Consideration. (a) Each of the Sellers and the Buyer acknowledge and agree that (i) the Sellers will be responsible for and will perform all Tax withholding, payment and reporting duties with respect to any wages and other compensation paid by any Seller to any Transferred Employee (and, if applicable, any Transferred Consultant) in connection with operating the Businesses prior to or on the Closing Date and (ii) the Buyer will be responsible for and will perform all Tax withholding payment and reporting duties with respect to 35
(b) The Buyer and each of the Sellers recognize their mutual obligations pursuant to Section 1060 of the Code to timely file IRS Form 8594 (the "ASSET ACQUISITION STATEMENT") with each of their respective federal income Tax Returns. The Buyer and each of the Sellers acknowledge that they will allocate the Purchase Price and the Assumed Liabilities among the Purchased Property in the manner set forth on SCHEDULE 7.3(B) (such agreed allocation hereinafter referred to as the "ALLOCATION"). The Buyer and each of the Sellers further agree to act in accordance with the Allocation, if any, in any Tax Returns or similar filings. In the event that any Tax authority disputes the Allocation, if any, the Sellers or the Buyer, as the case may be, shall promptly notify the other party of the nature of such dispute and shall provide reasonable cooperation with the goal of resolving such dispute.
Tax Reporting and Allocation of Consideration. (a) Each of the Sellers and the Buyer acknowledge and agree that (i) the Sellers will be responsible for and will perform all Tax withholding, payment and reporting duties with respect to any wages and other compensation paid by any Seller to any Transferred Employee (and, if applicable, any Transferred Consultant) in connection with operating the Businesses prior to or on the Closing Date and (ii) the Buyer will be responsible for and will perform all Tax withholding payment and reporting duties with respect to any wages and other compensation paid by Buyer to any employee or independent contractor in connection with operating the Businesses after the Closing Date.
(b) The Buyer and each of the Sellers recognize their mutual obligations pursuant to Section 1060 of the Code to timely file IRS Form 8594 (the "Asset Acquisition Statement") with each of their respective federal income Tax Returns. The Buyer and each of the Sellers acknowledge that they will allocate the Purchase Price and the Assumed Liabilities among the Purchased Property in the manner set forth on Schedule 7.3(b) (such agreed allocation hereinafter referred to as the "Allocation"). The Buyer and each of the Sellers further agree to act in accordance with the Allocation, if any, in any Tax Returns or similar filings. In the event that any Tax authority disputes the Allocation, if any, the Sellers or the Buyer, as the case may be, shall promptly notify the other party of the nature of such dispute and shall provide reasonable cooperation with the goal of resolving such dispute.
Tax Reporting and Allocation of Consideration. Buyer and Seller recognize their mutual obligations pursuant to Section 1060 of the Code to timely file IRS Form 8594 (the "Asset Acquisition Statement") with each of their respective federal income tax returns.
Tax Reporting and Allocation of Consideration. KV and --------------------------------------------- Xxxxxxx recognize their mutual obligations pursuant to Section 1060 of the Code to timely file IRS Form 8594 (the "Asset Acquisition Statement") with --------------------------- each of their respective federal income tax returns.
Tax Reporting and Allocation of Consideration. (a) Effective as of the Closing, Tvia and MediaTek acknowledge and agree that Tvia will be responsible for and will perform all tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Tvia to any Business Employee prior to the Closing and MediaTek will be responsible for and will perform all tax withholding, payment and reporting duties with respect to any wages and other compensation paid by MediaTek or on MediaTek’s behalf to any employee after the Closing.
(b) In the event that any Taxes are payable or assessed relative to the transactions contemplated herein, such taxes shall be paid by Tvia if levied on Tvia, and by MediaTek if levied on MediaTek.
(c) Effective as of the Closing, MediaTek and Tvia recognize their mutual obligations pursuant to Section 1060 of the Code to timely file IRS Form 8594 (the “Asset Acquisition Statement”) with each of their respective federal income tax returns. Accordingly, MediaTek and Tvia agree to file an Asset Acquisition Statement. MediaTek and Tvia further agree to cooperate with each other in the preparation of the Asset Acquisition Statement for timely filing with each of their respective federal income tax returns.
(d) Tvia Inc. shall deliver to MediaTek a certification to the extent required under Section 1445 of the Code in accordance with the Treasury Regulations thereunder (the “FIRPTA Certification”).
Tax Reporting and Allocation of Consideration. Buyer and Seller shall cooperate in the preparation of IRS Form 8594 for timely filing in each of their respective federal income tax Returns and any applicable foreign, state or local Returns in accordance with a written statement (the “Statement of Allocation”) setting forth an allocation of the Initial Payment Amount and the liabilities assumed by Buyer under Section 2.4 among the Assets, the Non-Competition Agreement and any other tangible and intangible property of the Business conveyed under this Agreement in accordance with the provisions of Section 1060 of the Code and the Treasury Regulations thereunder. Within 30 days of the Closing, Seller shall prepare and deliver to Buyer a proposed
Tax Reporting and Allocation of Consideration. Buyer and Seller recognize their mutual obligations pursuant to Section 1060 of the Code to timely file IRS Form 8594 with each of its federal income tax Returns and to comply with any similar provision of non-U.S., state or local law (the “Asset Acquisition Statement”). Accordingly, each of Buyer and Seller agrees to cooperate in the preparation of the Asset Acquisition Statement for timely filing in each of its federal income tax Returns and any applicable non-U.S., state or local tax Return in accordance with a written statement (the “Statement of Allocation”), prepared in accordance with Schedule 5.3 (to be attached at Closing), setting forth an allocation of the Purchase Price among the Purchased Assets, and the covenants not to compete and not to solicit contained in Section 5.8 in accordance with the provisions of Section 1060 of the Code and the Treasury Regulations thereunder. On or before the Closing, Buyer shall prepare and deliver to Seller a proposed Statement of Allocation. If Seller approve the Statement of Allocation, then, unless otherwise prohibited by law, all non-U.S. federal, state and local income tax Returns of Buyer and Seller shall be filed consistently with the allocations made pursuant to the Statement of Allocation. If Seller do not approve the Statement of Allocation, Buyer and Seller shall make good faith efforts to agree on the allocation of the consideration among the Purchased Assets and
Tax Reporting and Allocation of Consideration. Seller and Buyer recognize their mutual obligations pursuant to Section 1060 of the Code to timely file IRS Form 8594 (the "Asset Acquisition Statement") with each of their respective federal income tax returns. Accordingly, Seller and Buyer shall, no later than thirty (30) days after the Closing Date, attempt in good faith to (1) enter into a Purchase Price allocation agreement providing for the allocation of the Purchase Price among the Purchased Assets consistent with the provisions of Section 1060 of the Code and the Treasury Regulations thereunder and (2) cooperate in the preparation of the Asset Acquisition Statement in accordance with clause (1) of this paragraph for timely filing with each of their respective federal income tax returns. If Seller and Buyer shall have agreed on a Purchase Price allocation and an Asset Acquisition Statement, Seller and Buyer shall file the Asset Acquisition Statement in the form so agreed and neither Seller nor Buyer shall take a Tax position which inconsistent with such Purchase Price allocation.
