Tax Treatment and Allocation. Alleghany and HTI Acquisition agree to treat the Merger as a sale of the assets of the Company and Heads & Threads (PA) (other than the Transferred Assets) for all Tax purposes, Alleghany intends to treat such sale as followed by the deemed distribution to Alleghany of the Transferred Assets and the assumption by Alleghany of the Transferred Liabilities in a completed liquidation of the Company pursuant to Section 332 of the Code, and Alleghany and HTI Acquisition agree not to take any contrary position (whether in audits, Tax Returns, or otherwise) unless required to do so pursuant to a final determination within the meaning of Section 1313 of the Code. HTI Acquisition shall prepare and deliver to Alleghany an allocation of the Unadjusted Merger Consideration, as adjusted pursuant to Section 3.2(E) (the "Merger Consideration"), any assumed liabilities of the Company, and all other capitalized costs, among the assets of the Company and the Company Subsidiaries in accordance with their respective fair market values pursuant to Section 1060 of the Code and the Regulations promulgated thereunder, no later than ninety (90) days after the determination of the Revised Amount pursuant to Section 3.2(G), or, if HTI Acquisition does not disagree with the Closing Date Balance Sheet pursuant to Section 3.2(G), no later than ninety (90) days after the delivery of the Closing Date Balance Sheet as provided in Section 3.2(A) (the "Allocation"). The parties hereto agree to consult in good faith regarding the Allocation, and HTI Acquisition shall make such changes to the Allocation as are reasonably requested by Alleghany; provided that Alleghany will accept HTI Acquisition's determination of the Allocation provided such determination is reasonable and consistent with applicable law. The parties shall report the sale and purchase of the assets of the Company and Heads & Threads (PA) (other than the Transferred Assets) on all Tax Returns (including, without limitation, Internal Revenue Service Form 8594) in a manner consistent with the Allocation as finally determined, unless required to do otherwise pursuant to a final determination within the meaning of Section 1313 of the Code. The parties agree to consult with one another with respect to any Tax audit, controversy or litigation relating to the Allocation.
Tax Treatment and Allocation. The parties agree that the transaction contemplated hereby shall be reported for income Tax purposes in accordance with IRS Revenue Ruling 99-6 (a) as a sale of partnership interests with respect to Sellers, and (b) as a purchase of assets with respect to Buyer. The Purchase Price (and all capitalized costs and liabilities of the Company required to be treated as sale proceeds for federal income tax purposes) shall be allocated among the assets of the Company as set forth on Exhibit E. Any payments made pursuant to the indemnification obligations arising under this Agreement shall be treated as an adjustment to the Purchase Price for all Tax purposes. .
Tax Treatment and Allocation. Dividends and other distributions on the Special Escrow Shares shall be allocable for tax purposes to the Shareholders in proportion to their respective Special Escrow Shares at the time of such allocation, and the Shareholders will include any such allocations constituting income in their gross income for federal, state and local income tax purposes and pay any tax resulting therefrom. Any interest or other earnings on the Special Escrow Shares and Escrow Cash Dividends shall be allocable for tax purposes to Parent. Parent and the Shareholders' Agent will provide the Special Escrow Fund Agent with certified tax identification numbers for each of Parent and the Shareholders by furnishing appropriate Forms W-9 (or Forms W-8, in the case of non-U.S. persons) and other forms and documents that the Special Escrow Fund Agent may reasonably request to the Special Escrow Fund Agent within fourteen (14) days of the date hereof. The parties hereto acknowledge that in the event that a Shareholder's tax identification number is not certified to the Special Escrow Fund Agent, the Special Escrow Fund Agent may be required to withhold a portion of any interest, dividends or other income earned on the Escrow Fund. The Special Escrow Fund Agent will be permitted to withhold and pay to the appropriate taxing authority any amount of the Special Escrow Shares, Escrow Cash Dividends and earnings thereon that the Special Escrow Fund Agent in its determination reasonably believes is required to be withheld and paid to the applicable taxing authority.
Tax Treatment and Allocation. (a) The parties acknowledge and agree that, for all U.S. federal income tax purposes and, as may be applicable, for state and local income and franchise tax purposes, the acquisition of the Membership Interests shall be treated as the sale of one-hundred percent (100%) of the Membership Interests in the case of the Members and as a purchase of all of the assets of the Company in the case of Purchaser in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2). Purchaser and the Members shall file all Tax Returns in a manner consistent with such treatment and will take no position inconsistent with such characterization for any income tax purposes. Purchaser and the Members acknowledge that as a result of consummating the transactions contemplated by this Agreement, the Company shall be constructively terminated for U.S. federal income tax purposes pursuant to Section 708(b)(1) of the Code as of the Closing Date and as a result thereof, the Company’s calendar taxable year shall close on the Closing Date.
Tax Treatment and Allocation. Plug Power, Purchaser and the Company and their Affiliates agree that the transactions contemplated by this Agreement shall be treated as a taxable purchase of Purchased Assets subject to the Assumed Liabilities, in exchange for the consideration described herein, in accordance with Section 1060 of the Code (and applicable state and local tax laws) for income tax purposes. Purchaser shall prepare a draft IRS Form 8594, allocating the Closing Date Purchase Price, Assumed Liabilities and all other relevant items, as determined for federal income tax purposes, to the Purchased Assets as soon as reasonably practicable after the Closing and shall deliver such draft Form 8594 to the Company. Each of Purchaser and the Company shall timely file IRS Form 8594 in accordance with such draft IRS Form 8594 and shall file all other Tax Returns in a manner consistent with such draft IRS Form 8594. Neither Purchaser nor the Company shall take any position for Tax purposes (whether in audits, Tax Returns, or otherwise) that is inconsistent with such final IRS Form 8594 or this Section 2.6(b) unless otherwise required by applicable Law.
Tax Treatment and Allocation. (a) Purchaser and Sellers agree that the purchase and sale of the Membership Interests pursuant to this Agreement shall be treated for U.S. federal and applicable state and local income tax purposes as (i) a sale by Sellers of the Membership Interests and (ii) a purchase by Purchaser of the assets of the Company pursuant to Revenue Ruling 99-6, 1999-1 C.B. 432. Purchaser (for itself and on behalf of the Company) and each Seller shall file all Tax Returns (including amended returns and claims for refund) and information reports and returns in a manner consistent with such treatment.
Tax Treatment and Allocation. The Lender and the Borrower intend and agree that the Notes shall be treated as indebtedness for U.S. federal income tax purposes and that the Notes shall be issued with “original issue discount” (“OTP”). For all applicable tax purposes, the aggregate purchase price and fair market value of the Warrants being acquired by the Lender is $[ ]1. Solely with respect to the Warrants issued in connection with any Additional Growth Capital Loans (as such term is defined in the Supplement), the “issue price” for the Note held by each Lender shall equal the difference between (1) the face value of the Note held by such Lender and (II) the amount of purchase price allocated to such Warrants acquired by such Lender determined pursuant to the preceding sentence. Each party hereto agrees (x) that any Notes issued to the Lender in respect of any Additional Growth Capital Loans (as such term is defined in the Supplement), are part of an investment unit within the meaning of Section 1273(c)(2) of the Internal Revenue Code, which includes such Warrants, (y) that the allocation provided in this Section 9.15 will be used for purposes of Section 1273(c)(2) of the Internal Revenue Code and (z) to use the foregoing issue prices for all applicable tax purposes with respect to this transaction. The Borrower and the Lender each agree to make any determinations under Treasury Regulations Section 1.1273-2(h)(2) consistent with the foregoing and to file all required tax returns consistently with the foregoing, as applicable. The Lender may obtain the issue price, the amount of OID, issue date and yield to maturity with respect to their Notes by submitting a written request to the Borrower.
Tax Treatment and Allocation. (l) For income Tax purposes, the Parties hereby agree and acknowledge that (i) the purchase and sale of the Partnership Interests hereunder shall, pursuant to Rev. Xxx. 00-0, xx treated as (x) an installment sale of the Partnership Interests by the Sellers for the Purchase Price (including Contingent Consideration, Deferred Purchase Price, and all other items of consideration for Federal Income Tax purposes, including any adjustments thereto) for purposes of determining the income Tax consequences of the transaction to the Sellers, and (y) a purchase of the Company’s assets by the Buyers, (ii) the taxable year of the Company shall end for income Tax purposes as of the close of business on the Closing Date, and (iii) the Parties shall each file all required federal, state and local income Tax Returns and related returns and reports in a manner consistent with the provisions of this Section 7.04.
Tax Treatment and Allocation. (i) For U.S. federal income tax purposes (and applicable state and local Tax purposes), the Parties agree to treat the transactions described in this Agreement as follows (clauses (A)-(C) collectively, the “Intended Tax Treatment”):
Tax Treatment and Allocation. Dividends and other distributions on the Escrow Shares, Escrow Funds and earnings thereon will be allocable for tax purposes to the Shareholders in proportion to their respective Escrow Shares at the time of such allocation and the Shareholders will include any such allocations constituting income in their gross income for federal, state and local income tax purposes and pay any tax resulting therefrom. The Shareholders' Agent shall use his reasonable best efforts to provide the Escrow Agent with a certified tax identification number for each Shareholder by arranging for execution and return of a Form W-9 (or Form W-8, in the case of non-U.S. persons) to the Escrow Agent prior to the date on which any such allocation is made. The parties hereto acknowledge that in the event that the Shareholders' tax identification numbers are not certified to the Escrow Agent, the Escrow Agent may be required to withhold a portion of any interest or other income earned on the Escrow Funds. The Escrow Agent will be permitted to withhold and pay to the appropriate taxing authority any amount of the Escrow Shares, Escrow Funds and earnings thereon that the Escrow Agent in its determination believes is required to be withheld and paid to the applicable taxing authority.
