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 Closing Date, 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 Transferred Employee in connection with operating the Business after the Closing Date. LUCENT TECHNOLOGIES/CELESTICA
(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. Accordingly, Seller and Buyer shall, no later than thirty (30) days after the Purchase Price adjustment pursuant to Section 2.3(b)(iii), if any, has been agreed upon, 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) 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.
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. (a) As promptly as practicable after the Closing, Buyer shall prepare and deliver to CellStar a written statement (the "STATEMENT OF ALLOCATION") setting forth an allocation of the Purchase Price (which for such purpose shall be increased by the amount of the Assumed Liabilities) among the Purchased Assets in accordance with the principles and methodology set forth and illustrated in SCHEDULE 2.07 annexed hereto; provided that the Parties may agree to amend or adjust such methodology to the extent that the Parties mutually determine that such amendment or adjustment is necessary to properly reflect the fair market value of the Purchased Assets. Buyer and Sellers agree that each of the allocations required to be prepared pursuant to this Section 7.02
(a) shall be prepared in accordance with the provisions of Sections 338 and 1060 of the Code, the Treasury Regulations promulgated thereunder and any similar provisions of state, local or foreign law, as applicable.
(b) If CellStar does not agree with all or any portion of the information set forth on the Statement of Allocation, Buyer and CellStar shall make a good faith effort to resolve their differences. If Buyer and CellStar, after good faith negotiations, cannot resolve their differences within thirty days (30) days following the receipt of the Statement of Allocation by CellStar, then CellStar and Buyer shall jointly select an independent certified public accounting firm to address the differences, which accounting firm shall issue a final and binding Statement of Allocation no later than thirty (30) days after being engaged by Buyer and CellStar to prepare the final Statement of Allocation.
(c) All federal, state, local and foreign income Tax Returns of CellStar and its Subsidiaries, and Buyer, shall be filed consistently with the information set forth on the Statement of Allocation. Moreover, CellStar and Buyer further agree to file IRS Form 8594 in a manner that is consistent with the Purchased Assets Allocation. CellStar and Buyer agree to promptly provide each other with any information necessary to complete such Tax Returns and IRS Forms 8594. CellStar and its Subsidiaries and Buyer shall not take any position on a Tax Return, tax proceeding or audit that is inconsistent with any information set forth on the Statement of Allocation.
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. (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. 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. 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. 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.
