Tax Treatment; Allocation of Purchase Price. (a) The Buyers and Sellers intend that for federal and applicable state income tax purposes that the acquisition of the Equity Interests be treated as a purchase of the assets of each Subsidiary as each Subsidiary is an entity disregarded for federal income tax purposes.
(b) Not later than ninety (90) days following the Closing Date, Buyers shall prepare a schedule allocating the Purchase Price and other amounts paid by Buyers to Sellers among the assets included in the Purchased Assets, including the non-solicitation covenant in Section 5.21, in a manner consistent with Section 1060 of the Code and the applicable Treasury Regulations (the “Draft Purchase Price Allocation”). Sellers shall have fifteen (15) days after receipt of the Draft Purchase Price Allocation to provide Buyers with written notice of any objections to such allocation. If Sellers do not provide written notice of any objections within such 15-day period, the Draft Purchase Price Allocation shall become final (the “Final Purchase Price Allocation”). If Sellers provide written notice of any objections to the Draft Purchase Price Allocation within such 15-day period, Sellers and Buyers shall negotiate in good faith to agree upon a revised allocation, and any such agreed upon allocation shall become the Final Purchase Price Allocation. If Sellers and Buyers cannot agree upon a revised allocation within thirty (30) days following Sellers’ written notice of any objections to the Draft Purchase Price Allocation, then Buyers shall engage the accounting firm of Ernst & Young LLP, Houston, Texas (and if for any reason it is unwilling or unable to serve, then another independent accounting firm mutually agreed upon by Sellers and Buyers) to resolve such dispute. Such accounting firm shall review the disputed matters and as promptly as practicable deliver to Buyers and Sellers a statement setting forth its determination as to the proper treatment of the matters in dispute, and such determination shall constitute the Final Purchase Price Allocation and shall be final and binding upon Buyers and Sellers without any further right of appeal. All charges of such accounting firm and other expenses directly incurred in making such determination shall be borne by the party against whom the majority of items were determined (based on amounts in dispute). The Final Purchase Price Allocation shall be binding on Sellers and Buyers for Tax purposes and each shall file their Tax Returns, in a manner consistent wit...
Tax Treatment; Allocation of Purchase Price. For the avoidance of doubt, the Parties intend that the Acquisition be treated as a purchase and sale of assets for U.S. federal income Tax purposes. Within 30 days following the final determination of the Final Purchase Price, the Buyer shall deliver to the Seller a schedule (the “Allocation Schedule”) allocating the Final Purchase Price (plus liabilities of the Acquired Entities and any other relevant items) among the assets of the Acquired Entities for all purposes (including Tax and financial accounting). The Allocation Schedule shall be reasonable and shall be determined in good faith by the Buyer after reasonable consultation with the Seller, and shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations thereunder. The Seller agrees that promptly after receiving the Allocation Schedule it shall return an executed copy thereof to the Buyer. The Buyer and Seller each agrees to file Internal Revenue Service Form 8594, and all federal, state, local and foreign Tax Returns, in accordance with the Allocation Schedule. The Buyer and Seller each agrees to provide the other promptly with any other information required to complete Form 8594. Any adjustments to the Purchase Price pursuant to this Agreement herein shall be allocated in a manner consistent with the Allocation Schedule.
Tax Treatment; Allocation of Purchase Price. 2.6.1. Because the Seller and the Acquired Companies are treated as disregarded entities for United States federal income Tax purposes, the parties agree to treat for United States federal income Tax purposes the transfer of the Transferred Assets to the Acquired Companies and the sale by the Seller to the Buyer of the Interests as a sale by KPGW Holding Company, LLC (“Holdings”) to the Buyer of the Acquired Companies’ assets (including the Transferred Assets) in exchange for the Purchase Price and the assumption by the Buyer of the Acquired Companies’ liabilities (including the Assumed Liabilities). Accordingly, the parties agree to allocate the Purchase Price, as determined for United States federal income Tax purposes, among the assets of the Business (after giving effect to the transfer of the Transferred Assets) in accordance with the principles of Code Section 1060 and the related Treasury Regulations (the “Allocation”).
2.6.2. Within forty-five (45) Business Days after the determination, in accordance with Section 2.5.3 and/or Section 2.5.4, of the Final Working Capital Amount and the Final Cash on Hand Amount, the Buyer shall provide the Seller with a proposed Allocation for the Seller’s review and comment, which proposed Allocation shall also set forth in a reasonable manner the principles used in establishing such Allocation. The Seller shall provide comments to the Buyer in writing within thirty (30) Business Days following delivery by the Buyer of the proposed Allocation. The Seller and the Buyer shall thereafter negotiate in good faith to resolve any differences within thirty (30)
Tax Treatment; Allocation of Purchase Price. Attached hereto as Schedule 2.6 is a schedule allocating the Purchase Price among the Purchased Assets (including the Assumed Liabilities), which allocation shall be (a) in accordance with Section 1060 of the Code and (b) binding among the Parties. To the extent the Purchase Price is adjusted pursuant to Section 2.5, the Buyer and the Seller shall amend such allocation in accordance with Section 1060 of the Code to reflect such adjustments. The Buyer, the Seller and the Shareholder shall file their Tax Returns (including IRS Form 8594 and any corresponding state or local Tax form) on the basis of such allocation, as it may be amended pursuant to the preceding sentence, and no Party shall thereafter take a position on any Tax Return, or in any audit that is inconsistent with such allocation except upon a final determination by a Taxing Authority.
Tax Treatment; Allocation of Purchase Price. The parties hereto acknowledge and agree that, because the Group Companies (other than Philippines HoldCo, Inc.) are disregarded entities pursuant to Treasury Regulations Section 301.7701-3(b)(1)(ii), the sale of the Purchased Interests under this Agreement shall be treated for all U.S. federal (and, as applicable, state and local) income tax purposes as a sale by Seller of the assets of each of the Group Companies (other than Philippines HoldCo, Inc.) and the equity interests in Philippines HoldCo, Inc. Within sixty (60) days following the Determination Date, Buyer will provide to Seller an allocation of the purchase price (for federal income Tax purposes) among the assets of the Group Companies (other than Philippines HoldCo, Inc.) and the equity interests in Philippines HoldCo, Inc. in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (the “Allocation”) and within thirty (30) days of receipt of such comments Seller may provide comments on the Allocation, and the parties shall resolve any disputes in good faith. In the event parties are unable to agree on the proper allocation, the dispute will be resolved by the Auditor in accordance with the methodology set forth in Section 2.04(c) and the fees and expenses of which shall be shared in accordance with the methodology set forth in such Section. The parties hereto shall (and shall cause their respective Affiliates to) prepare and file all Tax Returns consistent with, and shall not take any position inconsistent with, the Allocation, unless otherwise required by applicable Law. If the Allocation is disputed by a Governmental Authority, the party receiving notice of such dispute shall, to the extent legally permissible, promptly notify the other parties hereto. The parties hereto further agree to report any subsequent adjustments to the Purchase Price (as determined for federal income tax purposes) consistent with the Allocation.
Tax Treatment; Allocation of Purchase Price. Seller and Buyer agree that the Purchase Price shall be allocated among the Transferred Assets and the Licensed Patent on the basis of an allocation set forth on Schedule 2.6 (the “Allocation”). Seller and Buyer agree to report, as and when required, the Allocation of the Purchase Price, as adjusted, in a manner entirely consistent with such Allocation in the preparation and filing of all Tax returns.
Tax Treatment; Allocation of Purchase Price. As soon as reasonably practicable, but in no event later than 90 days after the Closing Date, Purchaser shall prepare or cause to be prepared and submit to Sellers’ Representative, a balance sheet of the Company, as of the Closing Date, that sets out the fair market value of the assets owned by the Company (as determined for U.S. Tax purposes) on the Closing Date, which assets for the avoidance of doubt shall not include the Spin-Off Assets, and the amounts of the Liabilities of the Company (as determined for U.S. federal tax purposes) on the Closing Date, which Liabilities for the avoidance of doubt shall not include the Spin-Off Liabilities (collectively, the “Fair Market Value Balance Sheet”). The Fair Market Value Balance Sheet shall allocate the fair market value among the assets using the principles set forth in Schedule 1.8. As soon as reasonably practicable, but in no event later than 90 days after the Closing Date, the Sellers’ Representative shall prepare or cause to be prepared and submit to Purchaser, a balance sheet of the Company that sets out the Tax basis of the assets owned by the Company (as determined for U.S. federal Tax purposes) on the Closing Date, which assets for the avoidance of doubt shall not include the Spin-Off Assets, and the amount of Liabilities of the Company (as determined for U.S. federal Tax purposes) on the Closing Date, which Liabilities for the avoidance of doubt shall not include the Spin-Off Liabilities (collectively, the “Tax Basis Balance Sheet”). The Fair Market Value Balance Sheet and the Tax Basis Balance Sheet shall each contain sufficient detail to permit the Parties to make the computations and adjustments required under Section 743(b), Section 751 and Section 755 of the Code. If, within 30 days of the later of Purchaser’s submission of the Fair Market Value Balance Sheet to the Sellers’ Representative or the Sellers’ Representative’s submission of the Tax Basis Balance Sheet to Purchaser, either the Sellers’ Representative notifies Purchaser that the Sellers’ Representative objects to the Fair Market Value Balance Sheet or Purchaser notifies the Sellers’ Representative that Purchaser objects to the Tax Basis Balance Sheet, then the Sellers’ Representative and Purchaser will negotiate in good faith to resolve such dispute within 30 days. If following the good faith negotiation of such dispute, the Sellers’ Representative and Purchaser are unable to reach an agreement on either or both of the Fair Market Val...
Tax Treatment; Allocation of Purchase Price. The parties hereto intend that the transactions contemplated by this Agreement shall be treated for tax purposes as a taxable purchase under the Code. The parties agree that the allocation of the purchase price of the Company's fixed assets for tax purposes shall be mutually agreed to by the parties prior to Closing. The parties agree to allocate the Purchase Price among such Purchased Assets in a manner consistent with the requirements set forth in the Code, including Code Section 1060, and the Treasury regulations promulgated thereunder. In addition, it is agreed that such allocation will be binding on both parties for federal income tax purposes in connection with this purchase and sale of the Purchased Assets, and will be consistently reflected by each party on their respective federal income tax returns. The parties agree to prepare and timely file all applicable Internal Revenue Service forms, including Form 8594 (Asset Acquisition Statement) and other governmental forms, to cooperate with each other in the preparation of such forms, and to furnish each other with a copy of such forms prepared in draft, within a reasonable period prior to the filing due date thereof.
Tax Treatment; Allocation of Purchase Price. The parties agree to treat the acquisition of the Acquired Equity pursuant to this Agreement as a taxable purchase of assets (and assumption of applicable liabilities) for U.S. federal and applicable state and local income tax purposes. The Purchase Price (and any adjustments thereto in accordance with this Agreement), the relevant portion of liabilities of the Target Companies and any other amounts treated as consideration deemed to be transferred by Seller will be allocated among the assets of 61 LEGAL02/39540989v11
Tax Treatment; Allocation of Purchase Price. The parties agree that all amounts paid pursuant to Section 2.5 and Section 2.6 shall be treated as amounts paid for the Transferred Assets and not characterized in any other manner (except as otherwise required pursuant to a final determination within the meaning of Section 1313(a) of the Code as if such provision applies in the relevant jurisdiction).
