Tax Treatment; Allocation Sample Clauses

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. (b) Purchaser shall deliver such allocation to Seller and NEI within sixty (60) days after the Closing Date. (c) In the event Seller or NEI reasonably objects to the manner in which the allocation has been prepared, Seller or NEI shall notify Purchaser within twenty-one (21) days of receipt of the allocation statement of such objection, and the parties hereto (and NEI) shall endeavor in good faith to resolve such dispute within the next five (5) Business Days. If the Parties (and NEI) are unable to resolve such dispute within such five (5) Business Day period, Purchaser and Seller (and NEI under the terms of the NEI Purchase Agreement) shall submit such dispute to a mutually satisfactory partner from a nationally recognized independent accounting firm that is mutually agreeable to, and not the regular accounting firm of, Purchaser, Seller or NEI who shall act as arbitrator (the "CPA Firm"). The arbitrator shall promptly determine (based solely on representations of Purchaser and Seller (and NEI) and not upon independent review) only those matters in dispute and will render a written report as to the disputed matters and the resulting preparation of the allocation statement shall be conclusive and binding upon the parties. Fifty percent (50%) of the costs and expenses of the arbitrator shall be borne by Purchaser, and the LLC Percentage multiplied by the remainder of such costs and expenses shall be borne by Seller. Purchaser and Seller and their Affiliates shall report, act and file Tax Returns (including, but not limited to, Internal Revenue Service Form 8594) in all respects and for all purposes consistent with such allocation. Seller shall timely and properly prepare, execute, file and deliver all such documents, forms and other information as Purchaser may reasonably request to prepare such allocation. Neither Purchaser nor Seller shall take any position (whether in audits, ...
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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.
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Tax Treatment; Allocation. Consistent with Treasury Regulation Section 301.7701-3(b)(1), Buyer and Sellers agree to report the purchase and sale of the Equity Interests pursuant to this Agreement for federal income Tax purposes (and, where applicable, state income Tax purposes) as required by Revenue Ruling 99-6, except as otherwise required by applicable Law, as a purchase and sale of the assets of the Acquired Entities. Buyer and Sellers further agree that the Purchase Price, as adjusted pursuant to Section 1.2, shall be allocated among the assets of the Acquired Entities in accordance with the methodology set forth on Section 1.5 of the Sellers Disclosure Schedules (the "Asset Allocation"). Unless otherwise required by applicable Tax Law, Buyer, Sellers and the Acquired Entities will not take a position in any forum that is inconsistent with this Section 1.5 or the Asset Allocation, including taking an inconsistent position on any Tax Return (including IRS Form 8594), or in any audit or other proceeding relating to Tax.
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Tax Treatment; Allocation. Unless otherwise required by Law, for Tax purposes the Parties agree (i) to treat the sale of no less than seventy-eight percent (78%) of the Membership Interests by the Sellers to the Buyer for cash as a taxable sale (with the contingent consideration eligible for installment sale treatment as described in Code Section 453) and (ii) the contribution of twenty-two percent (22%) of the Membership Interests by the Sellers to Buyer Parent in exchange for the Equity Consideration as a transfer intended to be treated as tax-deferred pursuant to Code Section 351, which transfer is followed immediately by the contribution by Buyer Parent of such Membership Interests to Buyer resulting in the termination of the partnership status of the Company in accordance with Revenue Ruling 99-6. For this purpose, the Parties further agree that the percentage of the Membership Interests reported as sold to Buyer and the percentage of the Membership Interest reported as contributed to Buyer Parent will be adjusted as necessary to account for any Earnout Payment. Further, after such adjustment, the amount of the Aggregate Purchase Price paid for the Membership Interest sold to Buyer will be attributed to, and allocated among an equivalent undivided percentage interest in the assets of the Company and the Subsidiaries deemed purchased by the Buyer in accordance with the allocation methodologies set forth on Schedule 9.4 (the "Allocation Statement"). For example, if after an Earnout Payment twenty-two percent (22%) of the Aggregate Purchase Price consists of Equity Consideration and the cash consideration paid or deemed paid by Buyer accounts for seventy-eight percent (78%) of the Aggregate Purchase Price, than such cash consideration would be allocated among a seventy-eight percent (78%) undivided percentage interest in the assets of the Company and the Subsidiaries. Buyer shall deliver the Allocation Statement to the Seller Rep within ninety (90) days after the Closing Date. The Seller Rep shall have thirty (30) days after receipt of the Allocation Statement to review the Buyer's determination and provide written comments. The Buyer shall consider in good faith all of the Seller Rep's comments received in writing pursuant to the previous sentence in preparing the final allocation schedule. If the Seller Rep does not object in writing to the Allocation Statement during such period, the Allocation Statement shall be deemed to set forth the final allocation among the assets of the ...
Sample 1
Tax Treatment; Allocation. Except as otherwise provided by Law, the parties intend to treat the transactions contemplated by this Agreement as a transaction described by Situation Two of IRS Revenue Ruling 99-6, 1999-1 C.B. 432. The parties acknowledge that the Purchase Price shall be allocated among the assets of the Company (the “Purchase Price Allocation”) as agreed by the Purchaser and the Sellers’ Representative in writing after Closing, provided that such allocation shall be consistent with the principles set forth in Section 9.08 of the Disclosure Schedule. Each of the parties hereto will not take a position on any Tax Return, before any governmental agency charged with the collection of any Tax, or in any judicial proceeding, that is in any way inconsistent with the Purchase Price Allocation. Notwithstanding the tax treatment of the transactions contemplated by this Agreement under such IRS Revenue Ruling, the Parties each agree that the transaction contemplated by this Agreement constitutes a sale of membership interests by the Sellers to the Purchaser.
Sample 1
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. (ii) Within sixty (60) days of the final determination of Final Cash Consideration, GTY shall provide to the Sherpa Holders a schedule allocating the purchase price (including the applicable liabilities of the Company) among the assets of the Company (the “Purchase Price Allocation Schedule”). The Purchase Price Allocation Schedule will be prepared in accordance with the applicable provisions of the Code. (iii) The parties hereto shall make appropriate adjustments to the Purchase Price Allocation Schedule to reflect changes in the purchase price. The parties hereto agree for all Tax reporting purposes to report the transactions in accordance with the agreements herein and the Purchase Price Allocation Schedule, as adjusted pursuant to the preceding sentence, and to not take any position during the course of any audit or other proceeding inconsistent with the agreements as to Tax treatment herein or with such schedule unless required by a determination of the applicable Governmental Body that is final.
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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.
Sample 1
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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. (ii) After the final determination of Closing Net Working Capital, Parent shall prepare a schedule allocating the Merger Consideration (including applicable liabilities of BiteSquad and its Subsidiaries) among the assets and liabilities of BiteSquad and its Subsidiaries (the “Merger Consideration Allocation Schedule”). The Merger Consideration Allocation Schedule will be prepared in accordance with the applicable provisions of the Code.
Sample 1

Related to Tax Treatment; Allocation

  • Tax Allocation The Purchase Price shall be allocated in accordance with Section 1060 of the Code among the Timberlands, minerals, Timberlands Contracts, and the Personal Property using the methodology mutually approved by Seller and Purchaser in the manner set forth in this Section 37, provided that such allocation methodology shall incorporate, reflect and be consistent with (a) the allocation set forth in Section 2.1, (b) the Value Table (other than the per acre values set forth therein) and (c) Exhibit 48 (the “Allocation Framework”). No later than sixty (60) days after the Closing Date, Seller shall deliver to Purchaser an allocation of the Purchase Price among the Timberlands, minerals, Timberlands Contracts, and Personal Property, which allocation shall be reasonable, based on fair market values, consistent with the Code, shall incorporate, reflect and be consistent with the Allocation Framework and to the extent relating to the portion of the Purchase Price paid for the Timberlands, set forth an allocation between the Installment Sale Timberlands and the Non-Installment Sale Timberlands (the “Proposed Allocation”). No later than one hundred twenty (120) days after the Closing Date, Seller and Purchaser shall endeavor to agree on the Proposed Allocation. In the event that Seller and Purchaser have not so agreed by such date Purchaser and Seller shall negotiate in good faith to resolve the dispute. If Purchaser and Seller fail to agree on such allocation before the date that is one hundred fifty (150) days following the Closing Date, such allocation shall be determined, within a reasonable time and in a manner that incorporates, reflects and is consistent with the Allocation Framework, by an independent, nationally recognized firm of accountants mutually selected by the Parties. The allocation of the total consideration, as agreed upon by Purchaser and Seller or determined by a firm of accountants under this Section 37, (the “Final Allocation”) shall be final and binding upon the Parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the Parties shall each pay fifty percent (50%) of the fees and expenses of such accounting firm. Except to the extent otherwise required by applicable law, (a) Seller and Purchaser agree to prepare and file an IRS Form 8594 for or such other form or statement as may be required by applicable law, rule or regulation, and any comparable state or local income Tax form, in a manner consistent with the Final Allocation, (b) Seller and Purchaser shall adhere to the Final Allocation for all Tax-related purposes including any federal, foreign, state, county or local income and franchise Tax Return filed by them after the Closing Date, including the determination by Seller of Taxable gain or loss on the sale and the determination by Purchaser of its Tax basis with respect to same, and (c) neither Purchaser nor Seller shall file any Tax Return or, in a judicial or administrative proceeding, assert or maintain any Tax reporting position that is inconsistent with this Agreement or the Final Allocation agreed to in accordance with this Agreement.

  • Payment Allocation Subject to applicable law, your payments may be applied to what you owe the Credit Union in any manner the Credit Union chooses. However, in every case, in the event you make a payment in excess of the required minimum periodic payment, the Credit Union will allocate the excess amount first to the balance with the highest annual percentage rate and any remaining portion to the other balances in descending order based on applicable annual percentage rate.

  • 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.

  • Tax Treatment If any interest in any Loan Document is transferred to any Transferee which is organized under the laws of any jurisdiction other than the United States or any State thereof, the transferor Lender shall cause such Transferee, concurrently with the effectiveness of such transfer, to comply with the provisions of Section 3.5(iv).

  • Section 704(c) Allocations Notwithstanding Section 6.5.A hereof, Tax Items with respect to Property that is contributed to the Partnership with an initial Gross Asset Value that varies from its basis in the hands of the contributing Partner immediately preceding the date of contribution shall be allocated among the Holders for income tax purposes pursuant to Regulations promulgated under Code Section 704(c) so as to take into account such variation. With respect to Partnership Property that is contributed to the Partnership in connection with the General Partner’s initial public offering, such variation between basis and initial Gross Asset Value shall be taken into account under the “traditional method” as described in Regulations Section 1.704-3(b). With respect to other Properties, the Partnership shall account for such variation under any method approved under Code Section 704(c) and the applicable Regulations as chosen by the General Partner. In the event that the Gross Asset Value of any Partnership asset is adjusted pursuant to subsection (b) of the definition of “Gross Asset Value” (provided in Article 1 hereof), subsequent allocations of Tax Items with respect to such asset shall take account of the variation, if any, between the adjusted basis of such asset and its Gross Asset Value in the same manner as under Code Section 704(c) and the applicable Regulations and using the method chosen by the General Partner; provided, however, that the “traditional method” as described in Regulations Section 1.704-3(b) shall be used with respect to Partnership Property that is contributed to the Partnership in connection with the General Partner’s initial public offering. Allocations pursuant to this Section 6.5.B are solely for purposes of Federal, state and local income taxes and shall not affect, or in any way be taken into account in computing, any Partner’s Capital Account or share of Net Income, Net Loss, or any other items or distributions pursuant to any provision of this Agreement.

  • Contribution Allocation The Advisory Committee will allocate deferral contributions, matching contributions, qualified nonelective contributions and nonelective contributions in accordance with Section 14.06 and the elections under this Adoption Agreement Section 3.04. PART I. [OPTIONS (a) THROUGH (d)].

  • Special Tax Treatment Capital gains treatment and 10-year forward income averaging authorized by IRC Sec. 402 do not apply to IRA distributions.

  • Risk Allocation The Product is Regulatorily Continuing.

  • Income Tax Allocations (a) Except as provided in this Section 9.4, 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 book purposes under Sections 9.1, 9.2, 9.3 and 13.4(b). (b) In accordance with Code Section 704(c) and the applicable Treasury Regulations thereunder, income, gain, loss and deduction with respect to any property contributed to the Company shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Gross Asset Value at the time of its contribution to the Company. If the Gross Asset Value of any Company property is adjusted in accordance with clause (c) or (d) of the definition of Gross Asset Value, then subsequent allocations of income, gain, loss and deduction shall take into account any variation between the adjusted basis of such property for federal income tax purposes and its Gross Asset Value as provided in Code Section 704(c) and the related Treasury Regulations. For purposes of such allocations, the Company shall elect the remedial allocation method described in Treasury Regulation Section 1.704-3(d). (c) All items of income, gain, loss, deduction and credit allocated to the Members in accordance with the provisions hereof and basis allocations recognized by the Company for federal income tax purposes shall be determined without regard to any election under Section 754 of the Code which may be made by the Company. (d) If any deductions for depreciation or cost recovery are recaptured as ordinary income upon the Transfer of Company properties, the ordinary income character of the gain from such Transfer shall be allocated among the Members in the same ratio as the deductions giving rise to such ordinary character were allocated.

  • Allocation of Consideration (i) Subject to Subsection 2.2(d)(ii), the aggregate consideration payable to the Participating Investors and the selling Key Holder shall be allocated based on the number of shares of Capital Stock sold to the Prospective Transferee by each Participating Investor and the selling Key Holder as provided in Subsection 2.2(b), provided that if a Participating Investor wishes to sell Preferred Stock, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion ratio of the Preferred Stock into Common Stock. (ii) In the event that the Proposed Key Holder Transfer constitutes a Change of Control, the terms of the Purchase and Sale Agreement shall provide that the aggregate consideration from such transfer shall be allocated to the Participating Investors and the selling Key Holder in accordance with Sections 2.1 and 2.2 of Article IV(B) of the Restated Certificate and, if applicable, the next sentence as if (A) such transfer were a Deemed Liquidation Event (as defined in the Restated Certificate), and (B) the Capital Stock sold in accordance with the Purchase and Sale Agreement were the only Capital Stock outstanding. In the event that a portion of the aggregate consideration payable to the Participating Investor(s) and selling Key Holder is placed into escrow and/or is payable only upon satisfaction of contingencies, the Purchase and Sale Agreement shall provide that (x) the portion of such consideration that is not placed in escrow and is not subject to contingencies (the “Initial Consideration”) shall be allocated in accordance with Sections 2.1 and 2.2 of Article IV(B) of the Restated Certificate as if the Initial Consideration were the only consideration payable in connection with such transfer, and (y) any additional consideration which becomes payable to the Participating Investor(s) and selling Key Holder upon release from escrow or satisfaction of such contingencies shall be allocated in accordance with Sections 2.1 and 2.2 of Article IV(B) of the Restated Certificate after taking into account the previous payment of the Initial Consideration as part of the same transfer.

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