Tax Reporting and Allocations Sample Clauses

Tax Reporting and Allocations. At Closing or as soon thereafter as practicable but no later than the required due date, Sellers (and if appropriate, the Company) shall timely join in the making of an election pursuant to Section 338(h)(10) of the Internal Revenue Code of 1986, as amended (the "Code") (and any similar state law provisions), whereby for federal income tax and state tax purposes the transaction contemplated in this Agreement will be treated as a purchase of assets (the "338(h)(10) Election"). The Purchase Price represents the amount agreed upon by the parties to be the aggregate net value of the Company Assets (as defined in Article XIII hereof) and shall be allocated among the Company Assets in accordance with the respective net fair market values of the Company Assets, which shall be as set forth on Attachment 2.2 to be attached hereto. Pursuant to the Section 338(h)(10) Election and subject to Sections 338 and 1060 of the Code and the regulations promulgated thereunder, each of the parties shall report the transaction contemplated in this Agreement in all federal, foreign, state, local and other tax returns and reports prepared and filed by or for either of Sellers and Purchaser in accordance with the basis of allocation described in this Section 2.2. The Purchaser and the Company shall each separately prepare and file, consistent with the provisions of this Section 2.2, a Form 8594 with the Internal Revenue Service pursuant to Section 1060 of the Code.
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Tax Reporting and Allocations. In connection with the finalization of the Final Balance Sheet, the parties shall endeavor in good faith to agree upon an allocation, solely for federal income Tax purposes, to the Acquired Assets of (a) the consideration to be paid to the Sellers pursuant hereto and (b) the Assumed Liabilities. The Purchasers and the Sellers shall each separately prepare and file Form 8594 with the Internal Revenue Service pursuant to Section 1060 of the Code consistent with the agreed upon allocation. If the Purchasers or the Sellers are required to make some other allocation at the direction of the Internal Revenue
Sample 1
Tax Reporting and Allocations. Subject to Purchaser's payment to the Principals of the Section 338 Tax Increase pursuant to Sections 2.1 and 2.2, above, Purchaser and Principals agree to treat the transaction for tax purposes as if the Acquired Companies sold all of their assets in a single transaction and to make elections under Sections 338(a) and (h)(10) of the Code. Schedule 2.6 constitutes the parties' agreement concerning allocation among the assets of the consideration to be paid to the Principals.
Sample 1
Tax Reporting and Allocations. The Purchaser and DWHC agree to allocate among the Assets (a) the consideration to be paid to DWHC pursuant hereto and (b)) the Assumed Liabilities as set forth in Schedule 2.6. The final allocation shall be attached to this Agreement not later than 90 days after Closing.
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Tax Reporting and Allocations 
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Related to Tax Reporting and Allocations

  • Collections and Allocations (a) The Borrower or the Servicer on behalf of the Borrower shall promptly (but in no event later than two (2) Business Days after the receipt thereof) identify any Collections received by it as being on account of Interest Collections or Principal Collections and deposit all such Interest Collections or Principal Collections received directly by it into the Collection Account. The Servicer on behalf of the Borrower shall make such deposits or payments on the date indicated by wire transfer, in immediately available funds.

  • Tax Reporting and Withholding The Company (and any agent of the Company) shall report all income required to be reported, and withhold from any payment under the Agreement the amount of withholding taxes due, in the opinion of the Company in respect of such income or payment and shall take any other action as may be necessary, in the opinion of the Company, to satisfy all obligations for the reporting of such income and payment of such taxes. The Company, the Board, or any delegatee shall not be held liable for any taxes, penalties, interest, or other monetary amounts owed by Executive or other person as a result of the deferral or payment of any amounts under this Agreement or as a result of the Company’s administration of amounts subject to the Agreement, except as expressly provided herein.

  • Tax Reporting (1) Prepare and file on a timely basis appropriate federal and state tax returns including, without limitation, Forms 1120/8613, with any necessary schedules.

  • Distributions and Allocations All distributions of cash or other property (except upon the Company's dissolution, which shall be governed by the applicable provisions of the Act and Article IX hereof) and all allocations of income, profits, and loss shall be made 100% to the Member in accordance with its Membership Interest. All amounts withheld pursuant to the Code or any provisions of state or local tax law with respect to any payment or distribution to the Member from the Company shall be treated as amounts distributed to the Member pursuant to this Section 7.3. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not be required to make a distribution to the Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act or any other applicable law.

  • Tax Allocations Each item of income, gain, loss or deduction recognized by the Company shall be allocated among the Members for U.S. federal, state and local income tax purposes in the same manner that each such item is allocated to the Member’s Capital Accounts pursuant to Section 3.2(d) or as otherwise provided herein, provided that the Board may adjust such allocations as long as such adjusted allocations have substantial economic effect or are in accordance with the interests of the Members in the Company, in each case within the meaning of the Code and the Treasury Regulations. Tax credits and tax credit recapture shall be allocated in accordance with the Members’ interests in the Company as provided in Treasury Regulations section 1.704-1(b)(4)(ii). Items of Company taxable income, gain, loss and deduction with respect to any property (other than cash) contributed to the capital of the Company or revalued shall, solely for tax purposes, be allocated among the Members, as determined by the Board in accordance with Section 704(c) of the Code, so as to take account of any variation between the adjusted basis of such property to the Company for U.S. federal income tax purposes and its fair market value at the time of contribution or revaluation, as the case may be. All of the Members agree that the Board is authorized to select the method or convention, or to treat an item as an extraordinary item, in relation to any variation of any Member’s interest in the Company described in section 1.706-4 of the Treasury Regulations in determining the Members’ distributive shares of Company items. All matters concerning allocations for U.S. federal, state and local and non-U.S. income tax purposes, including accounting procedures, not expressly provided for by the terms of this Agreement shall be determined by the Board in its sole discretion. Each Class B Ordinary Share is intended to be treated as a profits interest for U.S. federal income tax purposes, and all of the Members agree to report consistently with, and to take any action requested by the Board to ensure, such treatment.

  • Capital Accounts and Allocations (a) CAPITAL ACCOUNTS. A separate capital account (a "Capital Account") shall be established and maintained for each Member, which shall initially be equal to the Capital Contribution of such Member as set forth on Schedule A hereto. Such Capital Accounts shall be maintained in accordance with Section 1.704-1(b)(2)(iv) of the Treasury Regulations, and this Section 5.2 shall be interpreted and applied in a manner consistent with said Section of the Treasury Regulations. The Capital Accounts shall be maintained for the sole purpose of allocating items of income, gain, loss and deduction among the Members and shall have no effect on the amount of any distributions to any Members in liquidation or otherwise. The amount of all distributions to Members shall be determined pursuant to Sections 5.3, 5.4 and 5.5.

  • Tax Cooperation; Allocation of Taxes (i) Seller and Buyer agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance relating to the Purchased Assets and the Business as is reasonably necessary for the filing of all Tax returns, and making of any election related to Taxes, the preparation for any audit by any taxing authority, and the prosecution or defense of any claim, suit or proceeding relating to any Tax return. Seller and Buyer shall cooperate with each other in the conduct of any audit or other proceeding related to Taxes involving the Business and each shall execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this Section 5.03(e).

  • Tax Reports The Custodian shall not be responsible for the preparation or filing of any reports or returns relating to federal, state or local income taxes with respect to this Agreement, other than in respect of the Custodian’s compensation or for reimbursement of expenses.

  • Income Tax Allocations (a) Except as provided in this Section 4.3, each item of income, gain, loss and deduction of the Company for federal income tax purposes shall be allocated among the Members in the same manner as such items are allocated for Capital Account purposes under Section 4.1 and Section 4.2.

  • Consistent Tax Reporting The Members acknowledge and are aware of the income tax consequences of the allocations made by this Article 6 and hereby agree to be bound by the provisions of this Article 6 in reporting their shares of Net Income, Net Loss and other items of income, gain, loss, deduction and credit for federal, state and local income tax purposes.

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