Tax Treatment; Allocation of Purchase Price. The Parties acknowledge and agree that, the purchase and sale of the Interests shall be treated as the purchase by the Purchaser and sale by the Seller of all of the assets of the Company Group for U.S. federal (and applicable state and local) income Tax purposes. The Purchase Price (plus any assumed liabilities and other items, to the extent properly taken into account under the Code) shall be allocated among the assets of the Company Group in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provision of state, local or foreign Tax Law, as applicable) (the “Allocation Statement”), which Allocation Statement is consistent with the allocation methodology set forth on Schedule 9.2 hereof; provided, that none of the Purchase Price or other items taken into account shall be allocated to the Assumed Railcar Leases. The Allocation Statement shall be delivered by the Purchaser to the Seller within ninety (90) days after the Closing Date. The Seller shall have thirty (30) days to review and notify the Purchaser in writing of any reasonable disagreement with the Allocation Statement. If the Seller does not timely notify the Purchaser of any such disagreement with the Allocation Statement, the Seller shall be conclusively deemed to have accepted and agreed to the Allocation Statement. If the Seller notifies the Purchaser within thirty (30) days of any such disagreement, the Seller and the Purchaser shall use Commercially Reasonable Efforts to resolve such dispute within thirty (30) days. In the event that the Seller and the Purchaser are unable to resolve such dispute within thirty (30) days, then the Seller and the Purchaser shall each be entitled to adopt their own position regarding the Allocation Statement. If the Seller and the Purchaser agree (or are deemed to agree) to the Allocation Statement, then the Seller and the Purchaser shall, and shall cause their respective Affiliates to, (i) prepare and file all Tax Returns (including Internal Revenue Service Form 8594) in accordance with the agreed Allocation Statement, (ii) not take any position for Tax purposes (whether in any audit, Tax Return, or otherwise) that is inconsistent with the agreed Allocation Statement except as required by a “determination” within the meaning of Section 1313(a) of the Code, and (iii) use Commercially Reasonable Efforts to update the agreed Allocation Statement to reflect adjustments to the Purchase Price; provided, howev...
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. (a) Buyer and Seller acknowledge that, since the Acquired Companies other than FPLE Xxxxxx and Xxxxx are classified as entities disregarded from their owners for federal income tax purposes, and (b) an election pursuant to Section 338(h)(10) of the Code shall be made with respect to the acquisition of the membership interests in FPLE Xxxxxx and Xxxxx, the purchase and sale of the Interests is intended to be treated for federal income tax purposes as a purchase and sale of the Assets and liabilities of the Acquired Companies.
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.
Tax Treatment; Allocation of Purchase Price. For U.S. federal and applicable state income tax purposes, Purchaser and Seller agree to, and agree to cause their Affiliates to, treat (i) the acquisition of the Units as a taxable purchase of the assets of the Company and (ii) the formation of Canadian NewCo as a taxable transfer of the Canadian Purchased Assets to the Canadian NewCo in exchange for the stock of the Canadian NewCo. The Purchase Price (and other relevant amounts for U.S. federal income and other applicable tax purposes plus an amount equal to the net proceeds received or receivable pursuant to the Wichita Real Estate Purchase Agreement) will be allocated among the assets of the Company in accordance with section 1060 of the Code and applicable Treasury Regulations (and any similar provision of applicable state, local, or non-U.S. Law), provided that the portion of the Purchase Price allocable to the property to be sold pursuant to the Wichita Real Estate Purchase -48- NAI-1502820106v1 Agreement shall be equal to the amount to be received by the Company in exchange therefor pursuant to the Wichita Real Estate Purchase Agreement ( the “Allocation”). Within 60 days of the determination of the final Purchase Price pursuant to Section 1.05, Purchaser shall prepare and deliver the Allocation to the Seller for Seller’s review and comment. Seller will have 20 days from the receipt of such draft Allocation to provide Purchaser with written comments. The Parties shall work in good faith for 15 days to resolve any disputes. Any dispute with respect to the Allocation that is not resolved in such 15-day period shall be submitted to the Accounting Firm for resolution. The fees and expenses of the Accounting Firm shall be borne by the Parties in accordance with Section 1.05(b). The Accounting Firm shall resolve any disputed matters as promptly as practicable, and the Accounting Firm’s decision with respect to any such matters shall be conclusive and binding on Seller, Purchaser and their respective Affiliates for applicable Tax purposes. The Parties will file, and will cause their Affiliates to file, all Tax Returns (including IRS Form 8594) consistent with the Allocation and the Parties will take no position inconsistent with the Allocation on any Tax Return, in any Tax Claim or otherwise unless otherwise required by applicable Law. Section 6.04.
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 agree that (a) the transactions contemplated by this Agreement will be treated for U.S. federal Income Tax purposes as (b) a sale of partnership interests of the Company by the Sellers, which shall, for the avoidance of doubt, cause the Company’s taxable year as a partnership to close as of the end of the Closing Date for U.S. federal income tax purposes, and (c) an acquisition of the assets of each member of the Company Group by Purchaser, in each case, as described in Revenue Ruling 99-6, situation 2. No Party or any Affiliate thereof shall take a position inconsistent with the preceding sentence for any purpose unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code or corresponding provision of applicable U.S. state or local Law. Each of Sellers’ Representative and Purchaser shall use commercially reasonable efforts to agree upon an allocation of the Adjusted Purchase Price and any other items properly treated as consideration for U.S. federal income Tax purposes with respect to the amounts allocated to the Assets, then among the six categories of assets specified in Part II of IRS Form 8594 (Asset Acquisition Statement under Section 1060), in accordance with Sections 751, 755 and 1060 of the Code and the Treasury Regulations promulgated thereunder within thirty (30) days after the Cut-Off Date (the “Allocation”). If Sellers’ Representative and Purchaser reach an agreement with respect to the Allocation, (i) Sellers’ Representative and Purchaser shall use commercially reasonable efforts to update the Allocation in a manner consistent with Sections 751, 755 and 1060 of the Code following any adjustment to the purchase consideration for Tax purposes pursuant to this Agreement, (ii) Sellers and Purchaser shall, and shall cause their Affiliates to, report consistently with the Allocation, as adjusted, on all Tax Returns, including IRS Form 8594, any statements required under Treasury Regulations Section 1.751-1(a)(3) and any allocation required under Section 755 of the Code, which, in each case, Sellers and Purchaser shall timely file with the IRS, as applicable, and neither Sellers nor Purchaser shall take any position on any Tax Return that is inconsistent with the Allocation, as adjusted, unless otherwise required by applicable Law; provided, however, that (A) if Sellers’ Representative and Purchaser cannot mutually agree on the Allocation, each Party shall be entitled to determine its own al...
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. The parties agree to treat the contribution of assets by Seller to the Company and the immediate sale of the Shares to Purchaser as a "busted Section 351" transaction. In order to assure that the assets of Company have a fair market value tax basis, the parties also agree to join in making an election under Section 338(h)(10) of the Internal Revenue Code of 1986, as amended (the "Code"), and comparable provisions of any applicable state law, in connection with the transactions contemplated thereby so that Purchaser shall be deemed to have purchased Company's assets for tax purposes. The parties also agree that the Purchase Price shall be allocated among the Assets and the noncompetition covenant provided for in Section 5.1 hereof in such reasonable manner proposed by Purchaser (and reasonably acceptable to Seller) using the allocation methods and principles required by Section 1060 of the Code and the Treasury Regulations promulgated thereunder. Neither Purchaser nor Seller shall take any
Tax Treatment; Allocation of Purchase Price. (b) Buyer and Seller acknowledge and agree that the sale of the LLC Interests from Seller to Buyer pursuant to this Agreement is a sale of the Company’s assets (the “Assets”) by Wimar Tahoe Corporation (“Wimar”) to Buyer for all federal, state and local Tax purposes. Buyer and Seller will file all Tax Returns in a manner consistent with such treatment, and will take no position inconsistent with such characterization for federal, state or local income Tax purposes, including in any audit or judicial or administrative proceeding.
