Tax Treatment; Allocation. All Tax Returns that relate to a period prior to the Closing Date, which are or will be required to be filed by or on behalf of the Company after the Closing Date, shall be prepared and filed by Purchaser in a manner consistent with past practices unless otherwise required by applicable law and shall be submitted to Seller not later than 15 days prior to the due date (including extensions) for filing of such Tax Returns. Seller shall have the right to review such Tax Returns and upon reasonable written request, Seller shall have the right to access any other information of or controlled by Purchaser relating to such Tax Returns that reasonably is necessary for Seller to perform such review. If Seller, within 10 days after delivery of any such Tax Return, notifies Purchaser that it objects to any item in such Tax Return and sets forth the reasonable basis of such objections in writing, the parties shall attempt in good faith to resolve the dispute and, if they are unable to do so, any disputed item shall be resolved (within a reasonable time, taking into account the deadline for filing such Return) by a nationally recognized independent accounting firm acceptable to both Purchaser and Seller. Upon resolution of all disputed items, the relevant Tax Return shall be filed on that basis and will be binding upon both parties. The costs, fees and expenses of the accounting firm shall be borne equally by Purchaser and Seller. Other than with respect to certain Real Estate Taxes the payment and proration of is governed exclusively under Section 4.4.4, Purchaser shall pay the full amount shown as due on such Tax Returns, and Seller shall promptly reimburse Purchaser for any amounts paid by Purchaser that are attributable solely to a period (or portion thereof) ending on or prior to the Closing Date.
Tax Treatment; Allocation. (a) For federal (and any applicable state, local and foreign) income tax purposes, Purchaser and Seller recognize that, and agree to treat, the sale of the LLC Interests hereunder as a sale by Seller to Purchaser of all of Susanville's assets. Purchaser shall prepare an allocation of the Purchase Price (and all other capitalized costs) among all of Susanville's assets in accordance with Section 1060 of the Code, and the Treasury Regulations thereunder (and any similar provision of state, local or foreign law, as appropriate), which allocation shall be binding on the parties hereto.
Tax Treatment; Allocation. The parties agree that the transaction shall be treated as the purchase of the assets of the Company for income tax purposes and the purchase price for the Purchased Interests (as determined for federal income tax purposes, including any liabilities of the Company treated as part of the consideration paid for income tax purposes) shall be allocated for federal income tax purposes among the assets of the Company deemed sold by the Seller to the Purchaser as shall be determined by the parties in accordance with Section 1060 of the Code and the allocation methodology set forth on Schedule 7.2.1 of this Agreement. The Purchaser shall deliver a draft of the allocation schedule including draft Form 8594 with required attachments (the “Allocation Schedule”) to the Seller within a reasonable time after the date hereof, and the Purchaser and the Seller shall use their commercially reasonable efforts to agree upon the changes to the Allocation Schedule within forty five (45) days of the delivery of the draft schedule by the Purchaser to the Seller. The Purchaser and the Seller agree that the Allocation Schedule shall be amended to reflect adjustments to the Purchase Price made pursuant to this Agreement. If the parties do not agree on the changes to the Allocation Schedule within forty five (45) days after the delivery of the schedule to the Seller then the items in dispute shall be submitted to the Independent Auditors for final determination in accordance with the procedure set forth in Section 2.2.1, the fees of which shall be borne 50% by the Purchaser, on the one hand, and 50% by the Seller, on the other hand. Unless otherwise required by applicable Law, the Purchaser and the Seller agree to act, and cause their respective Affiliates to act, in accordance with the computations and allocations contained in the Allocation Schedule (as determined by the parties’ agreement and if necessary the Independent Auditors) in any relevant Tax returns or similar filings (the “1060 Forms”), to cooperate in the preparation of any 1060 Forms, to file such 1060 Forms in the manner required by applicable Law, to update such 1060 Forms in accordance with the method used in making the allocation to the extent necessary to reflect purchase price adjustments and to not take any position inconsistent with such Allocation Schedule (as determined by the parties’ agreement and if necessary the Independent Auditors) upon examination of any Tax returns, in any litigation or otherwise.
Tax Treatment; Allocation. (i) GTY and the Sherpa Holders agree that the sale of the Sherpa Units is intended for all applicable income Tax purposes to be treated as a sale of partnership interests by the Sherpa Holders and a purchase of assets by GTY and the partnership formed by the Company with the Sherpa Holders as partners shall terminate for income Tax purposes as of the end of the Closing Date.
Tax Treatment; Allocation. (i) The parties agree that the Merger shall be treated as a purchase by Parent, and a sale by the BiteSquad Unitholders, of partnership interests that gives rise to a basis adjustment in the assets of BiteSquad and its Subsidiaries (other than KASA Delivery Corporation) under Section 743 of the Code.
Tax Treatment; Allocation. (a) For U.S. federal Income Tax purposes, parties agree to treat the purchase and sale of the Membership Units as (i) with respect to the applicable Member, a sale of partnership interests by such Member to Buyer and (ii) with respect to Buyer, a purchase of all of the Company’s assets and the assumption of the Company’s liabilities, in each case in accordance with Situation 2 of Revenue Ruling 99-6, 1999-1 C.B. 432.
Tax Treatment; Allocation. (i) The Parties shall treat, for income Tax purposes, the transactions contemplated by this Agreement in the following manner: (i) Buyer shall be treated as acquiring partnership interests of the Company from Sellers with respect to the Non-Exchanged Units and (2) Rollover Sellers shall be treated as contributing the Exchanged Units to Parent in exchange for Parent units in a transaction pursuant to Section 351 of the Code. The Parties shall file or cause to be filed all Tax Returns in a manner consistent with such treatment and shall not voluntarily take any position inconsistent therewith upon examination of any such Tax Return, in any Proceeding or otherwise with respect to such Tax Returns.
Tax Treatment; Allocation. (i) Buyer and Sellers agree that the sale of the Units is intended for all applicable Income Tax purposes to be treated as a sale of partnership interests by the Sellers selling Units.
Tax Treatment; Allocation. The Parties intend that, for federal income tax purposes (and, where applicable, state and local income tax purposes): (i) the contribution of the Membership Interests (other than the Membership Interests held by ILTS) and the ILTS Contributed Interest to Holdings pursuant to the Contribution, and the conversion of the shares of Buyer Common Stock into shares of Holdings Common Stock pursuant to the Merger together, shall be treated as contributions of property for stock within the meaning of Code §351 and (ii) the consideration paid by Holdings pursuant to Section 2.2 (other than the Closing Holdings Shares) to the Members with respect to their Membership Interests shall give rise to taxable gain to the Members as set forth in Code §351(b), and, as a result of the Code §754 election contemplated by Section 9.7, Holdings’ share of the tax basis in the assets of the Company and its Subsidiaries shall be increased to Holdings’ tax basis in such Membership Interests following the Closing Date (the “Intended Tax Treatment”). The Company shall prepare an allocation of the consideration set forth in Section 2.2 (as adjusted for all liabilities of the Company and its Subsidiaries as of the Closing Date and all capitalized costs) among the assets of the Company and its Subsidiaries (the “Allocation”), including for purposes of (i) Treasury Regulation §1.743-1 in determining Holding’s adjustment to its tax basis in the assets of the Company and its Subsidiaries and (ii) Treasury Regulation §1.751-1(a)(2) in determining the character of each Member’s gain or loss, as the case may be, for U.S. federal income tax purposes. The Parties and their Affiliates shall file all Tax Returns consistent with the Intended Tax Treatment and Allocation, and shall not take any position for Tax purposes (whether in audits, Tax Returns or otherwise) that is inconsistent with the Intended Tax Treatment or Allocation unless required to do so by applicable law.
Tax Treatment; Allocation. (a) The Buyer and the Seller agree that the sale of the Shares is intended for all applicable income Tax purposes to be treated as a sale of assets by the Seller and a purchase of assets by the Buyer.
