Examples of Modified Aggregate Deemed Sales Price in a sentence
If the Election is made, the Election Tax Cost (as determined hereunder) shall be paid as additional Purchase Price by the Buyer to the Sellers and the Buyer and Sellers shall report, in connection with the determination of Taxes, the transactions contemplated by this Agreement in a manner consistent with the Election, the computation of the Election Tax Cost, the Modified Aggregate Deemed Sales Price (as defined below) and the Deemed Sales Price Allocation (as defined below).
Prior to the filing of such Tax Returns, Parent and Purchaser shall agree upon the portion of the "Modified Aggregate Deemed Sales Price" (as defined under applicable Treasury Regulations) to be allocated to the assets that are the subject of such Tax Returns, which allocation shall be binding for purposes of Section 8.4.
Such allocation shall be used for purposes of determining the Modified Aggregate Deemed Sales Price, as defined under applicable Treasury Regulations and in reporting the deemed sale of assets of the Inso Subs in connection with the Section 338(h)(10) Election.
If the parties make a Section 338 Election, the parties agree that the "Adjusted Grossed-Up Basis" the "Aggregate Deemed Sale Price", the "Modified Aggregate Deemed Sales Price" as such terms are defined in the Code, and any other required allocations shall be allocated to the assets of STI as may be determined by August and such allocation shall be used by the parties with respect to all tax returns filed by the parties and in connection with a Section 338 Election.
Prior to the Closing Date, Seller and Buyer shall negotiate in good faith to agree on the allocation and the methodology for such allocation of the modified ADSP (as such term is defined in Treasury Regulations Section 1.338(h)(10)-1) (the "Modified Aggregate Deemed Sales Price") of the assets of the Strategix Companies and their Subsidiaries in accordance with the Treasury regulations promulgated under Section 338(h)(10).