Common use of Allocation of the Base Purchase Price Clause in Contracts

Allocation of the Base Purchase Price. The Company and Purchaser agree to allocate the Base Purchase Price among the Stations for all purposes (including financial, accounting and tax purposes) in accordance with Section 2.5 of the Disclosure Schedule. The Company and Purchaser agree to engage Bond & Peca▇▇, ▇ nationally recognized appraisal firm, to appraise the classes of Assets of each Station in accordance with the allocation for the Stations set forth in Section 2.5 of the Disclosure Schedule and in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the "ALLOCATION"). The Allocation shall be binding upon Purchaser and the Company, and none of the parties hereto shall file, or cause to be filed, any Tax Return, Internal Revenue Service Form 8594 or other form, or take a position with any Tax authority or jurisdiction, that is inconsistent with the Allocation without obtaining the prior written consent of the Company or Purchaser, as the case may be. The fees and disbursements of the appraiser engaged in connection with the Allocation as to the Assets of the Stations shall be paid one-half (-1/2) by Purchaser and one-half (-1/2) by the Company.

Appears in 1 contract

Sources: Purchase Agreement (STC Broadcasting Inc)

Allocation of the Base Purchase Price. The Company and Purchaser agree to allocate the Base Purchase Price among the Stations for all purposes (including financial, accounting and tax purposes) in accordance with Section 2.5 of the Disclosure Schedule. The Company and Purchaser agree to engage Bond & Peca▇▇▇▇▇▇, a nationally recognized appraisal firm, to appraise the classes of Assets of each Station in accordance with the allocation for the Stations set forth in Section 2.5 of the Disclosure Schedule and in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the "ALLOCATION"). The Allocation shall be binding upon Purchaser and the Company, and none of the parties hereto shall file, or cause to be filed, any Tax Return, Internal Revenue Service Form 8594 or other form, or take a position with any Tax authority or jurisdiction, that is inconsistent with the Allocation without obtaining the prior written consent of the Company or Purchaser, as the case may be. The fees and disbursements of the appraiser engaged in connection with the Allocation as to the Assets of the Stations shall be paid one-half (-1/21/2) by Purchaser and one-half (-1/21/2) by the Company.

Appears in 1 contract

Sources: Purchase Agreement (Sinclair Broadcast Group Inc)