Allocation of Aggregate Consideration Sample Clauses
The Allocation of Aggregate Consideration clause defines how the total payment or value exchanged in a transaction is distributed among the various assets, liabilities, or parties involved. In practice, this clause specifies the method or formula for dividing the overall consideration, such as assigning specific amounts to tangible assets, intellectual property, or assumed liabilities. By clearly outlining this allocation, the clause helps ensure transparency, supports accurate tax reporting, and minimizes disputes over how the transaction value is apportioned.
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Allocation of Aggregate Consideration. (a) Within one hundred and twenty (120) days after the Closing Date, Buyer will provide to Seller its proposed allocation for tax purposes of the Aggregate Consideration (and all other capitalizable costs). The Aggregate Consideration shall be allocated among (i) the Purchased Assets, (ii) the termination of the 787 Supply Agreement and release of Claims and resolution of any and all rights and obligations owed to by each of Seller and Boeing to the other related to the 787 Supply Agreement pursuant to the Termination and Mutual Release Agreement, and (iii) the other rights granted by or agreements of Seller pursuant to the other Transaction Documents. The amount allocated to the Purchased Assets shall be set forth on IRS Form 8594 and any required exhibits thereto, prepared in accordance with Section 1060 of the Code (the “Allocation Statement”).
(b) Seller will review the Allocation Statement and, to the extent Seller in good faith disagrees with the content of the Allocation Statement, Seller will, within sixty (60) days after receipt of the Allocation Statement, provide written notice to Buyer of such disagreement or will be deemed to have indicated its concurrence therewith. Buyer and Seller will attempt in good faith to resolve any such disagreement. If Buyer and Seller are unable to reach a good faith agreement as to the content of the Allocation Statement within thirty (30) days after Buyer’s receipt of Seller’s written notice of disagreement, Buyer and Seller will each file its own IRS Form 8594 using its own allocation statement consistent with its own allocation of the Aggregate Consideration.
(c) If Seller and Buyer agree on the Allocation Statement or any modification thereof, Seller and Buyer will report the allocation of the total consideration among the Purchased Assets in a manner consistent with such Allocation Statement or modification and will act in accordance with such Allocation Statement in the preparation and timely filing of all Income Tax Returns (including Form 8594 with their respective federal Income Tax Returns for the taxable year that includes the Closing Date and any other forms or statements required by the Code, the IRS or any applicable Tax Authority). Seller and Buyer agree to promptly provide the other Party with any additional information and reasonable assistance required to complete Form 8594 or compute Income Taxes arising in connection with (or otherwise affected by) the transaction contemplated hereunder.
(d) Bu...
Allocation of Aggregate Consideration. The Aggregate Consideration represents the amount agreed upon by the parties to be the value of the Purchased Assets and the value of the noncompetition provisions set forth in Section 5.1 for Tax purposes, and the Aggregate Consideration will be allocated for Tax purposes among these rights and assets in a manner consistent with Section 1060 of the Code (and any similar provisions of state, local or foreign law, as appropriate), as set forth on Schedule 2.8. Each Party shall for Tax purposes (a) report the purchase and sale of these rights and assets in accordance with the allocation set forth on Schedule 2.8, and (b) take no position contrary thereto or inconsistent therewith, including but not limited to any Tax audit, Tax review or Tax litigation unless required to do so by applicable law. If there is an increase or decrease in consideration within the meaning of Section 1.1060-1(e)(1)(ii)(B) of the Treasury Regulations after the Parties have completed Schedule 2.8 or have filed their initial IRS Form 8594, the Parties shall allocate such increase or decrease in consideration as required by and consistent with Section 1060 and the applicable Treasury Regulations.
Allocation of Aggregate Consideration. The Aggregate Consideration shall be allocated among the Purchased Assets and covenant not to compete in accordance with the following table. The allocation should be based on the fair market value as set forth in the Closing Balance Sheet, to the extent applicable, or as reasonably determined by Buyer in consultation with Seller.
Allocation of Aggregate Consideration. Buyer shall deliver to Sellers an allocation for the Aggregate Consideration (and other amounts, including Assumed Obligations, taken into account as purchase price for Tax accounting purposes) among all the Broadcasting Assets and the noncompetition covenant (with respect to which the allocation shall be consistent with Schedule 2.2.3 hereto) in accordance with Section 1060 of the Code and any similar applicable provision of any other Governmental Authority. Assuming that such allocation complies with the preceding sentence, the allocation shall be deemed agreed upon by all parties. Buyer and Granite shall report, act and file Tax Returns (including, but not limited to, Internal Revenue Form 8594) in all respects and for all purposes consistent with such allocation. Neither Buyer nor Granite shall take any position (whether in audits, tax returns or otherwise) that is inconsistent with such allocation unless required to do by applicable Law. If any taxing authority makes or proposes to make an allocation in a manner that differs materially from that described in this Section 2.2.3, the parties each shall have the right, at each such party’s election and expense, to contest such taxing authority’s determination. In the event of such a contest, the other party agrees to cooperate reasonably with the contesting party but such other party shall have the right to file such protective claims or take such other actions as may reasonably be required to protect its interests.
Allocation of Aggregate Consideration. The parties hereby agree that they shall allocate the Aggregate Consideration (and other amounts, including Assumed Obligations, taken into account as purchase price for Tax accounting purposes) among the Broadcasting Assets and the noncompetition covenant contained in Section 18.1 in accordance with Schedule 2.2.2 hereto. Buyer and Granite will conform to the same allocation, and will utilize such allocation consistently for tax accounting purposes. Buyer and Granite shall report, act and file Tax Returns (including, but not limited to, Internal Revenue Form 8594) in all respects and for all purposes consistent with such allocation. Neither Buyer nor Granite shall take any position (whether in audits, tax returns or otherwise) that is inconsistent with such allocation unless required to do by applicable Law. If any taxing authority makes or proposes to make an allocation in a manner that differs materially from that described in this Section 2.2.2, the parties each shall have the right, at each such party’s election and expense, to contest such taxing authority’s determination. In the event of such a contest, the other party agrees to cooperate reasonably with the contesting party but such other party shall have the right to file such protective claims or take such other actions as may reasonably be required to protect its interests.
Allocation of Aggregate Consideration. The Aggregate Consideration provided for in Section 2.3 hereof shall be allocated among the Purchased Assets, the personal goodwill of W▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. and the covenant not-to-compete contained in Section 5.1 hereof in the manner set forth on Schedule 2.9 attached hereto, consistent with Section 6.2 hereof. The allocation of the Aggregate Consideration pursuant to this provision shall be used by the LP Group, G▇▇▇▇▇▇, ▇▇▇ Self, J▇▇▇ ▇▇▇▇▇▇▇▇ and Buyer for all Tax purposes and they shall take no position inconsistent or contrary thereto.
Allocation of Aggregate Consideration. The Buyer, the Sellers and the Principal Stockholders agree that on or before thirty (30) days after the Buyer has obtained an appraisal of the Purchased Assets, which appraisal the Buyer shall undertake in good faith to obtain no later than 90 days after the Closing Date, the parties shall allocate the Aggregate Consideration among the Purchased Assets in a manner consistent with such appraisal, subject to any adjustment to the Aggregate Consideration which shall be made pursuant to Section 3.2 hereof. The parties hereto acknowledge and agree that such allocation will reflect the respective fair market values of the Purchased Assets and that they will not take a position inconsistent with such allocation for federal, state, provincial or local Tax purposes.
Allocation of Aggregate Consideration. The parties will cooperate with each other to prepare a schedule within thirty (30) days after the Closing allocating the Aggregate Consideration among the Purchased Assets. The parties hereto agree that such allocation will reflect the respective fair market values of the Purchased Assets and that they will not take a position inconsistent with such allocation for federal, state, provincial or local Tax purposes.
Allocation of Aggregate Consideration. 2.3.1 General ▇▇▇▇▇ and PepsiCo agree that (a) the Redemption Consideration (as defined below) is attributable to the GM SVE Shares and (b) the Other Transfers Consideration (as defined below) is attributable to the Other Transferred Interests (as defined below). General ▇▇▇▇▇ and PepsiCo shall further agree, prior to the contribution of the Transferred Operating Companies pursuant to Section 2.4.1(a) of this Agreement, on a schedule setting forth an allocation of the Redemption Consideration and the Other Transfers Consideration among the applicable entities and interests (the “Consideration Allocation Schedule”).
2.3.2 General ▇▇▇▇▇ and PepsiCo shall agree prior to the Closing on a schedule setting forth an allocation of the Aggregate Consideration among the GMI SVE Interests (the “Asset Class Allocation Schedule”), which allocation shall be consistent with Section 2.3.1 of this Agreement and which shall be prepared in a manner consistent with any applicable requirements of the Internal Revenue Code of 1986, as amended (the “Code”). General ▇▇▇▇▇ and PepsiCo shall prepare (or cause to be prepared) any required Tax forms in a manner consistent with the Asset Class Allocation Schedule and the parties shall report the transactions contemplated by this Agreement to the applicable taxing authorities consistent with the Asset Class Allocation Schedule.
Allocation of Aggregate Consideration. Purchaser and Seller shall consult with each other prior to the Closing Date with respect to the allocation of the Purchase Price among the Acquired Assets (the “Asset Allocation”); provided, however, that nothing in this Section 2.10 shall be deemed to obligate either Purchaser or Seller to agree on the Asset Allocation. Each of the parties hereto agrees that, in the event that they agree on the Asset Allocation, each party shall (a) not take a position on any Tax Return (including IRS Form 8594), that is in any way inconsistent with such mutually agreed upon Asset Allocation without the written consent of the other party, which consent will not be unreasonably withheld, or unless specifically required by an applicable governmental authority, and (b) promptly advise the other party regarding the existence of any tax audit, controversy or litigation related to such Asset Allocation. Notwithstanding the foregoing, nothing contained herein shall prevent Purchaser or Seller from settling any proposed deficiency or adjustment by any governmental authority based upon or arising out of the Asset Allocation, and neither Purchaser nor Seller shall be required to litigate before any court any proposed deficiency or adjustment by any governmental authority challenging such Asset Allocation.