Value Assigned to the Assets Sample Clauses

Value Assigned to the Assets. On or before the Closing Date, Purchaser and Seller shall agree on the proportion of the consideration to be allocated to each of the Assets purchased pursuant to this Agreement as shall have been proposed by Purchaser and reasonably approved by Seller, and Purchaser and Seller agree that they shall not thereafter take any position or action inconsistent with such allocation in the filing of any federal income Tax returns.
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Value Assigned to the Assets. The Purchase Price shall be allocated among the Assets as set forth on Schedule 1.9 hereto for all federal, state and local tax purposes. Purchaser, the Company and the Stockholder agree that they shall not take any position or action inconsistent with such allocation in the filing of any federal income or other tax returns.
Sample 1
Value Assigned to the Assets. As soon as practicable after the Closing, the proportion of the consideration allocable to the Assets purchased pursuant to the terms of this Agreement shall be determined by Buyer and Seller, and Buyer and Seller agree that they will take no action inconsistent with such allocation subsequent to such date in the filing of any federal income tax returns, including for purposes of filing Form 8594.
Sample 1
Value Assigned to the Assets. Simultaneously with the execution of this Agreement, Purchaser and Seller shall agree on the proportion of the consideration to be allocated to each of the Rigs and other Assets purchased pursuant to this Agreement as shall have been proposed by Purchaser and reasonably approved by Seller, as set forth in Exhibit 1.08 to this Agreement, and Purchaser and Seller agree that they shall not thereafter take any position or action inconsistent with such allocation in the filing of any federal income Tax returns.
Sample 1
Value Assigned to the Assets. The proportion of the consideration to be allocated to each of the Assets purchased pursuant to this Agreement shall be set forth in EXHIBIT E to be appended to this Agreement; provided, however, that the value of inventory shall be agreed to be $150,000. Purchaser and Sellers agree that they will not take any position or action inconsistent with such allocation in the filing of any federal income tax returns.
Sample 1
Value Assigned to the Assets. Buyer and Seller agree on the following values assigned to the Assets, pursuant to the appraisal attached as "Exhibit A" to be acquired by the Buyer: Furniture, Fixtures and Equipment: $3,664,000.00 Inventory and Supplies: $1,290,000.00 Real Property $5,600,000.00 Goodwill $ 500,000.00
Sample 1

Related to Value Assigned to the Assets

  • Title to the Assets The Purchased Assets are owned by the Vendor with a good and valid title, free and clear of any and all encumbrances.

  • Representations and Warranties of the Company Concerning the Mortgage Loans With respect to the conveyance of the Mortgage Loans provided for in Section 2.04 herein, the Company hereby represents and warrants to the Trust that as of the Cut-Off Date unless otherwise indicated:

  • Representations and Warranties of Mortgage Loan Seller Concerning the Mortgage Loans The Mortgage Loan Seller hereby represents and warrants to the Purchaser as of the Closing Date or such other date as may be specified below with respect to each Mortgage Loan being sold by it:

  • Representations and Warranties of the Seller Relating to the Mortgage Loans The Seller hereby represents and warrants to the Purchaser that as to each Mortgage Loan as of the Closing Date:

  • Seller Representations and Warranties Relating to the Mortgage Loans The Seller hereby represents and warrants to the Purchaser, with respect to the Mortgage Loans, that as of the Closing Date or as of such date specifically provided herein:

  • Title to Properties and Assets Each Group Company has good and marketable title to all respective properties and assets, in each case such property and assets are subject to no Liens. With respect to the property and assets it leases, each Group Company is in compliance with such leases and holds valid leasehold interests in such assets free of any Liens.

  • Representations and Warranties as to the Pool of Receivables The Depositor makes the following representations and warranties as to the pool of Receivables on which the Trust shall be deemed to have relied in accepting the pool of Receivables. The representations and warranties speak as of the Closing Date, except to the extent otherwise provided, but shall survive the sale, transfer, assignment and conveyance of the pool of Receivables to the Trust pursuant to this Agreement and the pledge of the Receivables to the Indenture Trustee pursuant to the Indenture:

  • Representations and Warranties as to the Receivables The Seller makes the following representations and warranties as to each Receivable, on which Ally Auto relies in accepting the Receivables. Such representations and warranties speak as of the Closing Date, and shall survive the sale, transfer and assignment of the Receivables to Ally Auto and the subsequent assignment and transfer pursuant to the Further Transfer Agreements:

  • Representations and Warranties Concerning the Mortgage Loan Seller As of the date hereof and as of the Closing Date, the Mortgage Loan Seller represents and warrants to the Purchaser as to itself in the capacity indicated as follows:

  • Representations and Warranties Concerning the Mortgage Loans The Indenture Trustee, as pledgee of the Mortgage Loans, has the benefit of the representations and warranties made by the Seller in Section [____] and Section [____] of the Mortgage Loan Purchase Agreement concerning the Mortgage Loans and the right to enforce the remedies against the Seller provided in such Section [____] or Section [____] to the same extent as though such representations and warranties were made directly to the Indenture Trustee.

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