Valuation For Tax Reporting Purposes Sample Clauses

Valuation For Tax Reporting Purposes. IFM and Horizon agree that Schedule 1.5, in which the parties have allocated the Purchase Price among the Purchased Assets, has been jointly prepared by the parties hereto. The parties agree to use Schedule 1.5 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 1.5 as of the Closing, the parties shall agree on such Schedule 1.5 within 90 days of the Closing Date.
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Valuation For Tax Reporting Purposes. Seller and Purchaser agree that Exhibit 1.7, in which the parties have allocated the Purchase Price and Alternate Purchase Price among the Purchased Assets, has been jointly prepared by the parties hereto. The parties agree that the allocation 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 party will use the Exhibit 1.7 in preparing and filing its respective Form 8594 with the Internal Revenue Service, determining Purchaser's cost basis and Seller's 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.
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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.
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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. 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
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
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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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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.

  • Consistent Tax Reporting The Members acknowledge and are aware of the income tax consequences of the allocations made by this Article 6 and hereby agree to be bound by the provisions of this Article 6 in reporting their shares of Net Income, Net Loss and other items of income, gain, loss, deduction and credit for federal, state and local income tax purposes.

  • 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.

  • Securities/Tax Reporting Information If you hold shares of Common Stock acquired under the Plan in a brokerage account with a broker or bank outside Denmark, you are required to inform the Danish Tax Administration about the account. For this purpose, you must file a Form V (Erklaering V) with the Danish Tax Administration. Both you and the broker or bank must sign the Form V. By signing the Form V, the broker or bank undertakes an obligation, without further request each year and not later than February 1 of the year following the calendar year to which the information relates, to forward information to the Danish Tax Administration concerning the shares of Common Stock in the account. In the event that the applicable broker or bank with which the account is held does not wish to, or, pursuant to the laws of the country in question, is not allowed to assume such obligation to report, you acknowledge that you are solely responsible for providing certain details regarding the foreign brokerage or bank account and any shares of Common Stock acquired at vesting and held in such account to the Danish Tax Administration as part of your annual income tax return. By signing the Form V, you authorize the Danish Tax Administration to examine the account. A sample of the Form V can be found at the following website: xxx.xxxx.xx. In addition, if you open a brokerage account (or a deposit account with a U.S. bank), the brokerage account likely will be treated as a deposit account because cash can be held in the account. Therefore, you likely must file a Form K (Erklaering K) with the Danish Tax Administration. The Form K must be signed both by you and by the applicable broker or bank where the account is held. By signing the Form K, the broker/bank undertakes an obligation, without further request each year and not later than February 1 of the year following the calendar year to which the information relates, to forward information to the Danish Tax Administration concerning the content of the account. In the event that the applicable financial institution (broker or bank) with which the account is held, does not wish to, or, pursuant to the laws of the country in question, is not allowed to assume such obligation to report, you acknowledge that you are solely responsible for providing certain details regarding the foreign brokerage or bank account to the Danish Tax Administration as part of your annual income tax return. By signing the Form K, you authorize the Danish Tax Administration to examine the account. A sample of the Form K can be found at the following website: xxx.xxxx.xx.

  • 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 Practices Except as provided in Section 3.6, with respect to any Tax Return for any taxable period that begins on or before the second anniversary of the Distribution Date with respect to which Veralto is the Responsible Party, such Tax Return shall be prepared in a manner (i) consistent with past practices, accounting methods, elections and conventions (“Past Practices”) used with respect to the Tax Returns in question (unless there is no Reasonable Basis for the use of such Past Practices), and to the extent any items are not covered by Past Practices (or in the event that there is no Reasonable Basis for the use of such Past Practices), in accordance with reasonable Tax accounting practices selected by Xxxxxxx; and (ii) that, to the extent consistent with clause (i), minimizes the overall amount of Taxes due and payable on such Tax Return for all of the Parties by cooperating in making such elections or applications for group or other relief or allowances available in the taxing jurisdiction in which such Tax Return is filed. Veralto shall not take any action inconsistent with the assumptions (including items of income, gain, deduction, loss and credit) made in determining all estimated or advance payments of Taxes on or prior to the Distribution Date. In addition, Veralto shall not be permitted, and shall not permit any member of the Veralto Group, to make a change in any of its methods of accounting for tax purposes until all applicable statutes of limitations for all Pre-Distribution Periods and Straddle Periods have expired without Xxxxxxx’x prior written consent. Notwithstanding anything to the contrary herein, if Xxxxxxx determines, in its sole discretion, that an election shall be made with respect to any transaction undertaken in connection with the Separation or the Transactions, Xxxxxxx agrees to take any such action that is necessary to effect such election, including the execution of any document to effect such election, as determined by Xxxxxxx.

  • 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:

  • 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.

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