Valuation For Tax Reporting Purposes Sample Clauses

Valuation For Tax Reporting Purposes. IFM and Horizon agree that Schedule 1.6, in which the parties have allocated the Purchase Price (as defined below) among the Purchased Assets, has been jointly prepared by the parties hereto. The parties agree to use Schedule 1.6 in preparing and filing their respective Forms 8594 with the Internal Revenue Service and for all other relevant federal and state income tax purposes. Each party will provide a copy of the Form 8594 to the other party prior to filing. In the event the parties are unable to agree on Schedule 1.6 as of the Closing, the parties shall agree on such Schedule 1.6 within ninety (90) days of the Closing Date.
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Valuation For Tax Reporting Purposes. Sellers and Purchaser agree that Exhibit 1.7, in which the parties have allocated the Purchase Price among the Purchased Assets, has been jointly prepared by the parties hereto. The parties agree that the allocation of the Purchase Price set forth in Exhibit 1.7 is in accordance with ss. 1060 of the Internal Revenue Code of 1986, as amended (the "Code"), and each will use Exhibit 1.7 in preparing and filing their respective Forms 8594 with the Internal Revenue Service, determining Purchaser's cost basis and Sellers' amount realized, and for all other relevant federal and state income tax purposes. Each party will provide a copy of the Form 8594 to the other party prior to filing.
Sample 1
Valuation For Tax Reporting Purposes. Within ninety (90) days after the Closing Date, Purchaser shall provide to Seller, for Seller's review and comment, a written schedule indicating the respective fair market values of the Assets, Assumed Liabilities and other items acquired hereunder as determined in good faith by Purchaser. Purchaser and Seller shall endeavor in good faith to agree on their appropriate fair market values to be used in preparing and filing their respective Forms 8594 with the Internal Revenue Service, as required by Section 1060 of the Code, determining Purchaser's cost basis and Seller's amount realized and for all other relevant federal and state tax purposes.
Sample 1
Valuation For Tax Reporting Purposes. RTM and the Sellers shall cooperate on the allocation of the Purchase Price together with the Assumed Liabilities and any other consideration payable pursuant to this Agreement to be used in preparing and filing their
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Valuation For Tax Reporting Purposes. Prior to the Closing Date, Sellers and Purchasers shall agree as to the allocation of the Purchase Price among the Assets and to the covenant not to compete set forth in Section 5.14, which allocation shall be made in accordance with Section 1060 of the Code. Sellers, Parent, Monro and Purchaser agree (i) to jointly complete and separately file Form 8594 with their respective Federal income tax returns for the tax year in which the Closing Date occurs in a manner consistent with such agreed allocation and (ii) not to take any position on any Tax Return before any governmental agency charged with the collection of any Tax or in any judicial proceeding that is inconsistent with such agreed allocation.
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Valuation For Tax Reporting Purposes. 53 Section 10.13. Guarantee..........................................................................54
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Valuation For Tax Reporting Purposes. Within sixty (60) days after the Closing Date, Purchaser shall provide Sellers with a written schedule indicating the respective fair market values of the Assets, Assumed Obligations and other items acquired hereunder as determined in good faith by Purchaser and approved by the Shareholders, which approval will not be unreasonably withheld. Purchaser and Sellers shall use such fair market values in preparing and filing their respective Forms 8594 with the Internal Revenue Service, as required by Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code"), determining Purchaser's cost basis and Sellers' amount realized, and for all other relevant federal and state income tax purposes.
Sample 1
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Valuation For Tax Reporting Purposes. The parties agree that the schedule attached hereto as Exhibit 1.7, indicates the respective fair market value of the Assets, Assumed Obligations and other items acquired hereunder and has been prepared by Purchaser and approved by Seller. Purchaser and Seller shall use such fair market values contained in Exhibit 1.7 in preparing and filing their respective Forms 8594 with the Internal Revenue Service, as required by Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code"), determining Purchaser's cost basis and Seller's amount realized, and for all other relevant federal and state income tax purposes.
Sample 1

Related to Valuation For Tax Reporting Purposes

  • Adjustment for Tax Purposes The Company shall be entitled to make such reductions in the Conversion Price, in addition to those required by Section 4.6, as it in its discretion shall determine to be advisable in order that any stock dividends, subdivisions of shares, distributions of rights to purchase stock or securities or distributions of securities convertible into or exchangeable for stock hereafter made by the Company to its stockholders shall not be taxable.

  • Allocations for Tax Purposes (a) Except as otherwise provided herein, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of "book" income, gain, loss or deduction is allocated pursuant to Section 6.1. (b) In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property, items of income, gain, loss, depreciation, amortization and cost recovery deductions shall be allocated for federal income tax purposes among the Partners as follows: (i) (A) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners in the manner provided under Section 704(c) of the Code that takes into account the variation between the Agreed Value of such property and its adjusted basis at the time of contribution; and (B) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Section 6.1. (ii) (A) In the case of an Adjusted Property, such items shall (1) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code to take into account the Unrealized Gain or Unrealized Loss attributable to such property and the allocations thereof pursuant to Section 5.5(d)(i) or 5.5(d)(ii), and (2) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 6.2(b)(i)(A); and (B) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Section 6.1. (iii) The General Partner shall apply the principles of Treasury Regulation Section 1.704-3(d)

  • Adjustments for Tax Purposes Any payments made pursuant to Section 2.04 shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by Law.

  • Tax Reporting (1) Prepare and file on a timely basis appropriate federal and state tax returns including, without limitation, Forms 1120/8613, with any necessary schedules. (2) Prepare state income breakdowns where relevant. (3) File Form 1099 for payments to disinterested Trustees and other service providers. (4) Monitor wash sale losses. (5) Calculate eligible dividend income for corporate shareholders.

  • Tax Reporting Information The Grantee is required to report any foreign specified property (including Shares acquired under the Plan) to the Canada Revenue Agency on Form T1135 (Foreign Income Verification Statement) if the total cost of the Grantee’s foreign specified property exceeds C$100,000 at any time in the year. The form must be filed by April 30th of the following year. Foreign specified property also includes unvested Restricted Stock Units (generally at nil cost) if the C$100,000 cost threshold is exceeded because of other foreign specified property. The Grantee should consult with his or her personal tax advisor to determine his or her reporting requirements.

  • Tax reporting for grantor trusts With respect to any Trust which is a widely held fixed investment trust as defined in Treas. Reg. Section 1.671-5(b)(22), the Depositor and the Trustee agree that the Trust meets the requirements of Treas. Reg. Section 1.671-5(f)(1)(i), and the Trustee is authorized: (i) to report in accordance with any of the safe harbor methods described in Treas. Reg. Section 1.671-5(f); (ii) to report sales proceeds, whenever permitted, as provided in Treas. Reg. Section 1.671-5(f)(1)(iv)(B); (iii) to report proceeds of sales and dispositions described in Treas. Reg. Section 1.671-5(c)(2)(iv)(D)(4)(ii) as provided in Treas. Reg. Section 1.671-5(c)(2)(iv)(D)(4)(i); and (iv) to use the measuring date, as defined in Treas. Reg. Section 1.671-5(c)(2)(iv)(D)(1), in lieu of the start-up date, wherever permitted. For purposes of Treas. Reg. Section 1.671-5(f)(1)(iv)(A)(2), the date of the last deposit under 2.01(b) prior to the expiration of the initial offering period, as certified to the Trustee by the Depositor, shall be considered the 'start-up date' of the Trust.

  • Foreign Asset/Account, Exchange Control and Tax Reporting The Participant may be subject to foreign asset/account, exchange control and/or tax reporting requirements as a result of the acquisition, holding and/or transfer of shares of Common Stock or cash (including dividends and the proceeds arising from the sale of shares of Common Stock) derived from his or her participation in the Plan, to and/or from a brokerage/bank account or legal entity located outside the Participant’s country. The applicable laws of the Participant’s country may require that he or she report such accounts, assets, the balances therein, the value thereof and/or the transactions related thereto to the applicable authorities in such country. The Participant acknowledges that he or she is responsible for ensuring compliance with any applicable foreign asset/account, exchange control and tax reporting requirements and should consult his or her personal legal advisor on this matter.

  • Withholding Taxes; Information Reporting As to the Certificates of any series, the Trustee, as trustee of the related grantor trust created by this Agreement, shall exclude and withhold from each distribution of principal, premium, if any, and interest and other amounts due under this Agreement or under the Certificates of such series any and all withholding taxes applicable thereto as required by law. The Trustee agrees to act as such withholding agent and, in connection therewith, whenever any present or future taxes or similar charges are required to be withheld with respect to any amounts payable in respect of the Certificates of such series, to withhold such amounts and timely pay the same to the appropriate authority in the name of and on behalf of the Certificateholders of such series, that it will file any necessary withholding tax returns or statements when due, and that, as promptly as possible after the payment thereof, it will deliver to each such Certificateholder of such series appropriate documentation showing the payment thereof, together with such additional documentary evidence as such Certificateholders may reasonably request from time to time. The Trustee agrees to file any other information reports as it may be required to file under United States law.

  • Informational Tax Reporting The Assuming Institution agrees to perform all obligations of the Failed Bank with respect to Federal and State income tax informational reporting related to (i) the Assets and the Liabilities Assumed, (ii) deposit accounts that were closed and loans that were paid off or collateral obtained with respect thereto prior to Bank Closing, (iii) miscellaneous payments made to vendors of the Failed Bank, and (iv) any other asset or liability of the Failed Bank, including, without limitation, loans not purchased and Deposits not assumed by the Assuming Institution, as may be required by the Receiver.

  • Definition of Reportable Event For purposes of this CIA, a “Reportable Event” means anything that involves: a. a substantial Overpayment; b. a matter that a reasonable person would consider a probable violation of criminal, civil, or administrative laws applicable to any Federal health care program for which penalties or exclusion may be authorized; c. the employment of or contracting with a Covered Person who is an Ineligible Person as defined by Section III.G.1.a; or d. the filing of a bankruptcy petition by Good Shepherd. A Reportable Event may be the result of an isolated event or a series of occurrences.

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