Tax Treatment of Purchase Sample Clauses

Tax Treatment of Purchase. (i) If ADMI elects to make an election under Section 338(h)(10) of the Code (the "Section 338(h)(10) Election"), then ADMI and Purchaser shall jointly make a timely Section 338(h)(10) Election for federal and all applicable state Tax Laws, with respect to Purchaser's acquisition of the PSI Securities and will join in timely executing and filing Internal Revenue Service Form 8023 and any other forms and schedules as may be required under the Code (the "Section 338(h)(10) Forms"). Purchaser shall be responsible for the preparation and filing of all Section 338(h)(10) Forms in accordance with the Code. (ii) If ADMI elects to make the Section 338(h)(10) Election, then (A) Purchaser and ADMI shall negotiate in good faith to agree as soon as practicable after Closing, but in no event later than 30 days following determination of the amount, if any, owing pursuant to Section 3.1(b), on the computation of the modified aggregate deemed sale price ("MADSP") (as defined under United States Treasury Regulations), and (B) ADMI shall, upon each request of Purchaser, execute and deliver to Purchaser such documents or forms as Purchaser shall reasonably request to effect this Section 7.6(c). (iii) If ADMI elects to make the Section 338(h)(10) Election, then (A) the parties will negotiate in good faith to agree upon the fair market value of the assets of PSI, (B) Purchaser shall perform or cause to be performed an initial valuation of assets and allocation of purchase price of PSI for purposes of Section 338 of the Code, (C) Purchaser shall provide ADMI with drafts of such valuation of assets and allocation of MADSP within 30 days after the determination of the amount, if any, owing pursuant to Section 3.1(b), (D) ADMI shall have 45 days to provide Purchaser with any objections to such drafts, and (E) any disputes relating to computation of the MDSP shall be resolved in the same manner as provided in Section 3.1(b).
Sample 1
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Tax Treatment of Purchase. Notwithstanding any provision in this Agreement to the contrary, the Parties agree, consistent with Revenue Ruling 99-5, 1991-1 CB 434 (Situation 1), that solely for U.S. federal income tax purposes (including for the purposes of maintaining the capital accounts of the Parties), (i) the Company will convert to a partnership when Buyer purchases the Company Interests pursuant to this Agreement, (ii) Buyer’s purchase of the Company Interests will be treated as the purchase by Buyer from Seller of a fifty percent (50%) interest in each of the Company’s assets, which are treated as held directly by Seller, and (iii) Seller and Buyer will be treated as making a capital contribution of the their respective interests in the Company’s assets.
Sample 1
Tax Treatment of Purchase. Unless otherwise required by Law, the parties shall treat the transaction contemplated by Section 2.2 of this Agreement for all income Tax purposes as one or more contributions to the capital of IPGH under Section 721(a) of the Code, and no party hereto shall take (nor permit any Affiliate to take) any position or file any Tax Return inconsistent with such treatment.
Sample 1

Related to Tax Treatment of Purchase

  • Taxation of Purchases All State purchases must be invoiced tax free. An exemption certificate will be furnished upon request with respect to otherwise taxable items.

  • 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).

  • Allocation of Purchase Price (i) The sum of the Purchase Price and the amount of the Assumed Liabilities (to the extent properly taken into account under the Code) shall be allocated among Sellers and (ii) the amount allocated to the Acquired Assets sold by each such Seller shall be further allocated among such Acquired Assets in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Allocation”). The Allocation shall be delivered by Buyer to Sellers within one hundred and twenty (120) days after the Closing. Sellers’ Representative, on behalf of Sellers, will have the right to raise reasonable objections to the Allocation within thirty (30) days after Buyer’s delivery thereof, in which event Buyer and Sellers’ Representative will negotiate in good faith to resolve such dispute. If Buyer and Sellers’ Representative cannot resolve such dispute within fifteen (15) Business Days after Sellers’ Representative notify Buyer of such objections, such dispute with respect to the Allocation shall be resolved promptly by the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision of the Neutral Accountant in respect of the Allocation shall be final and binding upon Buyer and Sellers. Buyer and Sellers shall file all Tax Returns (including, but not limited to, Internal Revenue Service Form 8594) consistent with the Allocation absent a change in Law; provided, however, that nothing contained herein shall prevent Buyer or any Seller from settling any proposed deficiency or adjustment by any Tax Authority based upon or arising out of the Allocation, and neither Buyer nor any Seller shall be required to litigate before any court any proposed deficiency or adjustment by any Tax Authority challenging such Allocation. Buyer and any applicable Seller shall promptly notify and provide the other with reasonable assistance in the event of an examination, audit, or other proceeding relating to Taxes regarding the Allocation of the Purchase Price and the amount of the Assumed Liabilities pursuant to this Section 3.4. Notwithstanding any other provisions of this Agreement, the foregoing agreement shall survive the Closing Date without limitation.

  • Adjustment of Purchase Price (a) On or before 12:00 noon, Eastern time, on the thirtieth (30th) calendar day following the Closing Date, Seller shall deliver to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

  • Agreement of Purchase and Sale In accordance with the terms and conditions of this agreement, Seller agrees to sell the Ownership Interests in the Asset to Purchaser, and Purchaser agrees to purchase the Ownership Interests in the Asset from Seller.

  • Status of Purchasers Such Purchaser is an “accredited investor” as defined in Regulation D promulgated under the Securities Act. Such Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act and such Purchaser is not a broker-dealer.

  • Tax Treatment of Payments Except to the extent otherwise required pursuant to a “determination” (within the meaning of Section 1313(a) of the Code or any similar provision of state, local or foreign Law), Seller, Purchaser, the Company and their respective Affiliates shall treat any and all payments under this Article ‎VII, Section ‎‎2.7 and ‎Article ‎X as an adjustment to the Purchase Price for Tax purposes.

  • Equal Treatment of Purchasers No consideration (including any modification of any Transaction Document) shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of the Transaction Documents unless the same consideration is also offered to all of the parties to the Transaction Documents. For clarification purposes, this provision constitutes a separate right granted to each Purchaser by the Company and negotiated separately by each Purchaser, and is intended for the Company to treat the Purchasers as a class and shall not in any way be construed as the Purchasers acting in concert or as a group with respect to the purchase, disposition or voting of Securities or otherwise.

  • Payment of Purchase Price The Purchase Price shall be paid as follows:

  • Adjustment of Purchase Price and Number of Shares The number of and kind of securities purchasable upon exercise of this Warrant and the Purchase Price shall be subject to adjustment from time to time as follows:

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