Tax Treatment; Purchase Price Allocation. (a) The Parties acknowledge and agree that for federal and all applicable state and local income tax purposes, the purchase and sale of the Purchased Interests shall be treated as a taxable acquisition, by purchase, of the Assets from Seller.
(b) Within thirty (30) days after the determination of final Aggregate Adjustment pursuant to Section 2.4, Purchaser shall provide Seller with a completed schedule allocating the consideration among the Assets (the “Asset Allocation”) in accordance with the methodology reflected on Schedule 8.9(b) (the “Allocation Methodology”), for Seller’s review, comment, and approval. Seller shall notify Purchaser of any objections to the Asset Allocation within thirty (30) days of receipt of the Asset Allocation, and Purchaser and Seller shall endeavor to resolve such objections in good faith. If Purchaser and Seller agree to an Asset Allocation pursuant to this Section 8.9(b), Purchaser and Seller shall file all Tax Returns and information reports in a manner consistent with the Asset Allocation, and any increase or decrease in the Purchase Price after the Closing shall be allocated in the same manner. A Party may change such allocations only as may be required by a final determination as defined in Section 1313 of the Code.
(c) Without the prior written consent of Purchaser, Seller shall not, to the extent it may affect, or relate to, the Company Entities, make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Purchaser or the Company Entities in respect of any Post-Closing Tax Period. Xxxxxx agrees that Purchaser is to have no liability for any Tax resulting from any such action and agrees to indemnify and hold harmless each member of the Purchaser Group (including, after the Closing, the Company) against any such Tax or reduction of any Tax asset. Table of Contents
Tax Treatment; Purchase Price Allocation. As a result of the U.S. federal (and, to the extent applicable, state and local) income Tax classification of each Company as a disregarded entity, the Parties agree to treat the transfer of the Membership Interests pursuant to this Agreement as the purchase by Buyer of the Company Assets and an assumption by Buyer of all of the Liabilities of the Target Companies for U.S. federal (and, to the extent applicable, state and local) income Tax purposes. The Parties acknowledge and agree that, for U.S. federal income Tax purposes, the Aggregate Purchase Price shall be allocated among the Company Assets in accordance with Section 1060 of the Code and the Treasury Regulations thereunder as set forth on a Tax allocation schedule (the “Allocation Statement”) to be prepared by Buyer and delivered to Seller no later than [90] days after the [Closing]. Within ten (10) Business Days after the receipt of such Allocation Statement, Seller will propose to Buyer in writing any reasonable changes to such Allocation Statement together with reasonable documentation supporting such changes (and in the event no such changes are proposed in writing to Buyer within such time period, Seller will be deemed to have agreed to, and accepted, the Allocation Statement). Buyer and Seller will attempt in good faith to resolve any differences with respect to the Allocation Statement in accordance with the requirements of Section 1060 of the Code, within fifteen (15) days after Buyer’s receipt of a timely written notice of objection from Seller. If Buyer and Seller are unable to resolve such differences within such time period, then any remaining disputed matters will be submitted to the Independent Accountants for resolution, in accordance with the requirements of Section 1060 of the Code. Promptly, but not later than fifteen (15) days after such matters are submitted to it for resolution hereunder, the Independent Accountants will determine those matters in dispute and will render a written report as to the disputed matters and the resulting allocation of the Aggregate Purchase Price (together with any assumed Liabilities), which report shall be conclusive and binding upon the Parties. The fees and expenses of the Independent Accountants in respect of such report shall be paid one-half by Buyer and one-half by Seller. The Parties agree to file all appropriate Tax Returns and forms in accordance with the Allocation Statement and no Party shall take a position on any Tax Return, before any ...
Tax Treatment; Purchase Price Allocation. Purchaser and Seller agree that, for U.S. federal and applicable state income Tax purposes, the sale of the Purchased Interests is properly treated as a sale of all of the assets of the Company and its Subsidiary. Purchaser and Seller agree to cooperate in the preparation of a joint allocation schedule which allocates the Aggregate Purchase Price among such acquired assets in accordance with Section 1060 of the Code (the “Purchase Price Allocation Schedule”). If Purchaser and Seller are unable to agree on the Purchase Price Allocation Schedule within sixty (60) days following the Closing Date, then any remaining disputed matters will be finally and conclusively determined by the Accounting Arbitrator, the fees and expenses of which shall be allocated to be paid by Purchaser, on the one hand, and Seller, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party, as determined by the Accounting Arbitrator. Notwithstanding the foregoing, Purchaser and Seller agree that for purposes of the Purchase Price Allocation Schedule, the principles set forth in Exhibit C shall apply, and the Accounting Arbitrator shall be required to follow the principles set forth therein in resolving any such dispute. Purchaser and Seller shall each file its respective Tax Returns (including IRS Form 8594) in accordance with such allocation schedule and shall not take any position on any Tax Return or during the course of any audit or other Action that is inconsistent therewith, unless required otherwise by applicable Tax law. The Purchase Price Allocation Schedule shall be adjusted as necessary to reflect adjustments to the Aggregate Purchase Price pursuant to Section 2.6 in a manner consistent with the principles used to create the Purchase Price Allocation Schedule.
Tax Treatment; Purchase Price Allocation. (i) For income Tax purposes, the Parties agree that the transactions contemplated hereby shall be treated as a partnership merger in accordance with Section 1.708-1(c) of the Treasury Regulations. Accordingly, the Company shall be treated as though it contributed its assets to NGL in exchange for the NGL Units in an exchange described in Section 721(a) of the Code, and immediately thereafter, the Company shall be treated as though it distributed the NGL Units to the members of the Company. The Parties agree to treat HSE’s payment of the Actual Earn-Out Amount, if any, as a distribution by NGL under Section 731 of the Code. The Parties further agree that the initial capital account of each NGL Unit as of the Closing Date shall equal the capital account of a common unit representing a limited partner interest in NGL (as appropriately adjusted to reflect the forbearance of any distribution described under Section 5.12) that is publicly traded on the New York Stock Exchange under the symbol “NGL,” and that such initial capital account shall be increased by the Actual Earn-Out Amount, if any.
(ii) Within sixty (60) days of the final determination of the Final Net Working Capital, as finally determined, HSE shall deliver to Representative a schedule allocating the total consideration payable hereunder (and the relevant liabilities of the Company) among the assets of the Company (the “Purchase Price Allocation Schedule”). The Purchase Price Allocation Schedule shall be prepared in accordance with the applicable provisions of the Code and consistent with the methodologies set forth in Section 5.11(f)(ii) of the Transferor Disclosure Schedule. HSE and each Transferor shall file all Tax Returns (and cause their respective Affiliates and persons that are treated as owning the shares of the Company for income Tax purposes to file all Tax Returns) consistently with the Purchase Price Allocation Schedule (as appropriately adjusted) and shall not take any position during the course of any audit or other legal proceeding that is inconsistent with such election, forms, or schedule, unless required by a determination of the applicable Governmental Entity that is final.
Tax Treatment; Purchase Price Allocation. (a) The Purchaser and the Seller agree that, since each Company is classified as a disregarded entity for U.S. federal and applicable state and local income Tax purposes, the sale and purchase of the Interests shall be treated for U.S. federal and applicable state and local income Tax purposes as a sale by Seller and purchase by Purchaser of the assets of each Company, subject to the liabilities of the Company. The Parties agree to file all applicable Tax Returns consistent with the treatment described in this Section 2.4(a) and to not otherwise take any Tax position to the contrary, unless otherwise required by applicable Law.
(b) Within 60 days after the final determination of the Final Closing Amounts in accordance with Section 2.3, Purchaser shall prepare and deliver to Seller a schedule setting forth the allocation of the Purchase Price among the assets of the Company in accordance with Section 1060 of the Code (the “Proposed Allocation”) for Seller’s review. If Seller disagrees with the Proposed Allocation, Seller may, within 30 days after delivery of the Proposed Allocation, deliver written notice to Purchaser setting forth in reasonable detail its disagreement with the Proposed Allocation. In the event that Seller does not provide such a notice of disagreement within such 30-day period, Seller and Purchaser shall be deemed to have agreed to the Proposed Allocation, which shall be final, binding and conclusive for all purposes hereunder. In the event any such notice of disagreement is timely provided, the Proposed Allocation will be final, binding and conclusive for all purposes hereunder except as to the disagreements duly raised in such notice, and Seller and Purchaser shall work together in good faith for a period of 30 days (or such longer period as they may mutually agree) to resolve any such disagreements with respect to the Proposed Allocation. If, at the end of such period, they are unable to resolve such disagreements, then any such remaining disagreements shall be resolved by the Accounting Referee in accordance with the procedures, and the fees and expenses of the Accounting Referee shall be borne by Seller and Purchaser in accordance with the rules, set forth in Section 2.3(d). The Proposed Allocation as finally agreed or determined pursuant to this Section 2.4(a) shall be the “Final Allocation.”
(c) The Final Allocation shall be adjusted as mutually agreed by Seller and Purchaser for any subsequent adjustments to the purchase price for ...
Tax Treatment; Purchase Price Allocation. (i) For income Tax purposes, the Parties agree that NGL shall be treated as acquiring the assets of the Company in exchange for the consideration payable under Article II.
(ii) Within sixty (60) days of the final determination of the Final Net Working Capital, as finally determined, HSE shall deliver to Representative a schedule allocating the total consideration payable hereunder (and the relevant liabilities of the Company) among the assets of the Company (the “Purchase Price Allocation Schedule”). The Purchase Price Allocation Schedule shall be prepared in accordance with the applicable provisions of the Code and consistent with the methodologies set forth in Section 5.11(f)(ii) of the Transferor Disclosure Schedule. HSE and Transferor shall file all Tax Returns (and cause their respective Affiliates and persons that are treated as owning the shares of the Company for income Tax purposes to file all Tax Returns) consistently with the Purchase Price Allocation Schedule (as appropriately adjusted) and shall not take any position during the course of any audit or other legal proceeding that is inconsistent with such election, forms, or schedule, unless required by a determination of the applicable Governmental Entity that is final.
Tax Treatment; Purchase Price Allocation. Purchasers and Sellers agree that the purchase of Assets provided for hereunder is a fully taxable transaction for U.S. Federal income tax purposes including the portion of consideration paid in the Shares. Purchasers and Sellers agree to allocate the Purchase Price, together with assumed liabilities and other items included in the purchase price for Federal income tax purposes, among the assets of Sellers in accordance with Section 1060 of the Code and the regulations promulgated thereunder. The Parties agree that the portion of the Purchase Price allocable to the Inventory acquired in a business acquisition will be determined by the aggregate net realizable value, rather than GAAP recorded value, under IRS Revenue Procedure 2003-51 (consistent with GAAP fair value concepts applicable to Business Combinations). Purchasers and Sellers shall work in good faith to come to a mutually acceptable allocation of the Purchase Price by the Closing. The allocation, as agreed to by the Sellers and Purchasers (the “Purchase Price Allocation”), shall be conclusive and binding on Purchasers and Sellers. Neither Sellers nor Purchasers will take a position on any Tax Return, before any Taxing Authority charged with the collection of any Tax, or in any Legal Proceeding that is in any way inconsistent with the terms of this Section 11.5, and Sellers and Purchasers shall file a Form 8594 with the IRS in a manner consistent with the Purchase Price Allocation.
Tax Treatment; Purchase Price Allocation. Seller and Buyer agree that the purchase of the Interests from Seller shall be treated as a purchase of all the assets of the Company for federal and state income Tax purposes. Each of Seller and Buyer shall: (i) be bound by the Purchase Price Allocation for all purposes, (ii) prepare and file (and cause their respective Affiliates to prepare and file) all Tax Returns, including Internal Revenue Service Form 8594, on a basis consistent with the Purchase Price Allocation, (iii) take no position (and cause their respective Affiliates to take no position) inconsistent with the Purchase Price Allocation on any such Tax Return or in any proceeding before any Tax Authority relating to the foregoing or otherwise; and (iv) take no action and make no omission (and cause their respective Affiliates to take no action and make no omission) that could cause the Purchase Price Allocation to be invalidated by a Governmental Authority or otherwise. In the event that the Purchase Price Allocation is audited or disputed by any Tax Authority or otherwise, the Party receiving notice thereof shall promptly notify the other Party. The Parties acknowledge and confirm that the Purchase Price Allocation was determined at arm’s-length based on fair market values.
Tax Treatment; Purchase Price Allocation. It is the intent of the Buyer, the Seller and the Company that the acquisition of the Interests hereunder by the Buyer from the Seller qualifies for and will be treated for tax purposes as the equivalent of an asset purchase. As soon as reasonably practicable after the Closing but in no event later than sixty (60) days after the Closing, the Buyer and Seller shall endeavor in good faith to reach mutual agreement regarding the allocation of the consideration delivered hereunder for the assets purchased, which allocation shall be (a) documented in writing and (b) in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (and any similar provision of Law, as appropriate); provided, that the Buyer and Seller agree that the allocation of the portion of the consideration to the Seller Noncompetition Agreement shall be such allocation (not to exceed $100,000) as determined by the independent valuation firm engaged by Buyer in connection with the allocation. The Buyer and Seller shall report, act and file Tax Returns (including Internal Revenue Service Form 8594) in all respects and for all purposes consistent with the foregoing allocation, including as determined pursuant to the foregoing sentence. Neither the Buyer nor Seller shall take any position (whether in audits, Tax Returns or otherwise), which is inconsistent with such tax treatment and such allocation unless required to do so by applicable Law.
Tax Treatment; Purchase Price Allocation. For U.S. federal income Tax purposes the acquisition and sale of the Membership Interests will be treated as an acquisition, by purchase, of all the assets of the Company. The Purchaser shall prepare a purchase price allocation schedule (the “Allocation”) allocating the Purchase Price (and all other capitalized costs and any other items treated as additional purchase price for U.S. federal income Tax purposes) among the various categories of assets of Company in accordance with Section 1060 of the Code, the Treasury Regulations promulgated thereunder (and any similar provision of state, local, or non-U.S. Law, as appropriate). The Purchaser shall submit the Allocation to the Sole Member for its review, comment and approval following the Closing Date. If the Sole Member notifies the Purchaser that the Sole Member is disputing the Allocation within ten (10) days following the Sole Member’s receipt of the Allocation, the Sole Member and the Purchaser shall mutually negotiate the Allocation in good faith.
