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. 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. The Parties agree that the transactions contemplated by this Agreement will be treated for U.S. federal Income Tax purposes as a sale by Sellers of the Target Interests and an acquisition by Buyer of all of the assets of the Company in a transaction described in Revenue Ruling 99-6, 1999-1 C.B. 432, Situation 2. Buyer shall prepare an allocation of the Purchase Price (as determined for U.S. federal Income Tax purposes) among the assets of the Company in accordance with Section 1060 of the Code and the Treasury regulations promulgated thereunder and, to the extent permitted by applicable Law, in a manner consistent with the Allocated Values (the “Allocation”) no later than sixty (60) days after the determination of the Final Purchase Price. Seller shall notify Buyer in writing within fifteen (15) days of receipt of the Allocation of any comments or objections to the Allocation. If Seller does not deliver any written notice of objection to the Allocation within such fifteen (15) day period, Seller shall be deemed to have agreed to the Allocation, and the Allocation shall be final, conclusive, and binding on the Parties. If Seller timely delivers a written notice of objection, the Parties will negotiate in good faith for a period of twenty (20) days to resolve such dispute. If, during such period, the Parties resolve their differences in writing as to any disputed amount, such resolution shall be deemed final and binding with respect to such amount for the purpose of determining that component of the Allocation. To the extent the Parties reach or are deemed to reach agreement on components of the Allocation pursuant to the foregoing provisions of this Section 7.13(g), the Parties shall, and shall cause their Affiliates to, report consistently with the agreed components of the Allocation in all Tax Returns, including IRS Form 8594, and no Party shall take any Tax position (including in any Tax Return and in any Tax examination, audit, claim or similar Proceeding) that is inconsistent with the agreed components of the Allocation, in each case, unless required to do so by a final determination as defined in Section 1313 of the Code (or any similar provision of applicable state, local, or foreign law) or with the other Party’s prior written consent; provided, however, that no Party shall be unreasonably impeded in its ability and discretion to negotiate, compromise, or settle any Tax examination, audit, claim or similar Proceedings in connection with the agreed A...
Tax Treatment and Allocation. Dividends and other distributions on the Escrow Materials and earnings thereon will be allocable for tax purposes to the Company Stockholders in proportion to their respective Pro Rata Interests and the Company Stockholders will include such allocations in their gross income for federal, state and local income tax purposes and pay any tax resulting therefrom. The Stockholder Representative shall use commercially reasonable efforts to provide the Escrow Agent with a certified tax identification number for each Company Stockholder 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, unless such information has been previously provided to the Escrow Agent, prior to the date on which any such allocation is made. The Escrow Agent will be permitted to withhold and pay to the appropriate taxing authority any amount of the 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.
Tax Treatment and Allocation. 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. 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” (“OID”). For all applicable tax purposes, the aggregate purchase price and fair market value of the Warrant being acquired by the Lender is to be agreed between Borrower and Lender as soon as possible after the Closing Date. 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 its Notes by submitting a written request to the Borrower.
Tax Treatment and Allocation. The Purchaser and the Sellers agree that the purchase of Company C pursuant to this Agreement shall be treated for U.S. federal and applicable state and local income tax purposes as a purchase of the assets of Company C. For Tax purposes, the Purchaser and the Sellers (i) shall allocate the purchase price, as determined for applicable Tax purposes among Company A, Company B, and the assets of Company C and (ii) shall further allocate the portion of the Purchase Price allocable to the assets of Company C among such specific assets (the “Allocations”). The Purchaser shall prepare a draft of the Allocations within a reasonable period following the Closing Date for the Sellers’ review, and the parties shall negotiate in good faith to resolve any disagreements regarding the Allocation. The parties shall cooperate in the preparation of any Tax Returns or forms related to the Allocations and shall not take any positions inconsistent with the final agreed Allocations in any Tax Return.
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. 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. The Parties agree that for federal Tax purposes this Transaction is treated as a sale of the assets held by Intermediate LLC, the Company and Argotec Xxxxxxx LLC (including the Equity Interests of Argotec Asia Pacific Limited, a Hong Kong limited liability company (“Argotec Asia”), Argotec Deutschland GmbH, a German limited liability company (“Argotec GmbH”), Argotec International Sales Corporation, a Massachusetts corporation). The Parties agree that the Purchase Price, including any debt or obligations that are properly included in the Purchase Price for Tax purposes, shall be allocated among the assets of Intermediate LLC, the Company and Argotec Xxxxxxx LLC in accordance with the principles of Schedule 2.7, which are agreed to be in accordance with the requirements of Section 1060 of the Code, and no Party will take any position on any Tax Return that is inconsistent with such schedule.
