Allocation of the Consideration Clause Samples
The "Allocation of the Consideration" clause defines how the total payment or purchase price in a transaction is distributed among the various assets or components being transferred. In practice, this clause specifies the agreed values assigned to each asset, such as equipment, intellectual property, or goodwill, and may require both parties to use these values for tax reporting purposes. Its core function is to ensure both parties are aligned on the value attributed to each part of the deal, thereby reducing the risk of future disputes and facilitating compliance with tax regulations.
Allocation of the Consideration. Ashland and Buyer shall cooperate in good faith to mutually agree before Closing to an allocation of the Consideration among Ashland and the Asset Selling Corporations (the “Seller Entity Allocation”). To facilitate such agreement, within fifteen (15) days hereof, the Seller shall provide financial statements with respect to the portion of the Business conducted by Ashland and each Asset Selling Corporations. Within thirty (30) days after the receipt of such financial statements, Buyer shall provide to Ashland a proposed allocation of the Consideration among Ashland and the Asset Selling Corporations. Within thirty (30) days after the receipt of such allocation, Ashland shall propose to Buyer any changes to such allocation or otherwise shall be deemed to have agreed with such allocation. Ashland and Buyer shall cooperate in good faith to resolve any disagreements as to the Seller Entity Allocation prior to Closing; provided that reaching such agreement shall not be a condition to Closing. With respect to Ashland and each of the Asset Selling Corporations, within thirty (30) days following Closing, Buyer shall provide to Ashland a proposed allocation of the Consideration among the categories of Conveyed Assets. Within ten (10) days after the receipt of such allocation, Ashland shall propose to Buyer any changes to such allocation or otherwise shall be deemed to have agreed with such allocation (the “Asset Allocations”). Buyer’s proposals shall be in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (or similar state or foreign Tax laws) and Buyer and Ashland shall cooperate in good faith to mutually agree to the Asset Allocations. The Seller Entity Allocation and the Asset Allocation shall be adjusted to reflect adjustments to the Purchase Price hereunder. Each of Ashland and the Asset Selling Corporations and their respective Affiliates, on the one hand, and each of Buyer, the Buyer Corporations and their respective Affiliates, on the other, shall (i) be bound by an agreed upon Seller Entity Allocation and the agreed upon Asset Allocations for purposes of determining any Taxes, (ii) prepare and file its Tax Returns on a basis consistent with such allocations and (iii) take no position inconsistent with such allocations on any applicable Tax Return or in any Proceeding before any Governmental Authority or otherwise.
Allocation of the Consideration. For Canadian tax purposes, the Consideration shall be allocated among the Business Assets in accordance with Schedule 2.5. Columbia House Canada, the partners of Columbia House Canada and Canadian Sub agree to report the acquisition and transfer of the Business Assets in any returns required to be filed under the ITA and any other taxation statutes in accordance with the provisions thereof.
Allocation of the Consideration. The Parties agree that Seller shall prepare a draft IRS Form 8594 allocating the Closing Cash Consideration, the Monthly Payments, the Assumed Liabilities and other relevant items comprising the purchase price (as determined for U.S. federal income tax purposes and as adjusted pursuant to the terms of this Agreement) (and all Liabilities and other capitalizable costs for Tax purposes), among the Transferred Assets in accordance with the rules under Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations promulgated thereunder. Seller shall deliver the draft IRS Form 8594 to Purchaser for review and comment within [***] after the Closing Date. Purchaser shall deliver its comments to Seller within [***] thereafter and Seller shall consider Purchaser’s comments in good faith and incorporate any reasonable comments from Purchaser in such draft Form 8594. If Seller objects to any comment made by Purchaser with respect to the draft Form 8594 (i.e., on the basis that such comment is not reasonable), the parties shall proceed in good faith to determine mutually the appropriate resolution of the issues in dispute. Each of the Purchaser and Seller shall timely file the final IRS Form 8594 in accordance with the agreed upon draft Form 8594. None of Purchaser, Seller or their respective Affiliates shall take any Tax position (whether in Tax audits, Tax Returns or otherwise) that is inconsistent with the final IRS Form 8594 unless required to do so by applicable Law. To the extent required under the Code and the applicable Treasury Regulations, any amendments to the final IRS Form 8594 shall be prepared by Seller, submitted to Purchaser for its review, and otherwise filed and treated in a manner consistent with the draft IRS Form 8594 as provided in this Section 3.04.
Allocation of the Consideration. The Parties agree that the transactions contemplated by this Agreement shall be treated as a taxable transaction under the Internal Revenue Code of 1986, as amended (the “Code”). The Parties agree that the allocation of the Purchase Price among the Purchased Assets shall be as determined by the Purchaser, but shall be subject to the reasonable approval of the Seller and shall be allocated among such assets in a manner consistent with the requirements set forth in Section 1060 of the Code and the Treasury regulations promulgated there under. The Purchaser shall provide the proposed allocation to the Seller and the Parties shall in good faith mutually agree to the allocation of the Purchase Price on or before August 31, 2005. Such allocation will be binding on the Parties for federal income tax purposes, and will be consistently reflected by each Party on their respective federal income tax returns. The Parties agree to prepare and timely file all applicable Internal Revenue Service forms reflecting such allocation, and to furnish each other with a copy of such forms within thirty (30) days after the same have been filed.
Allocation of the Consideration. All considerations paid by Buyer to Seller pursuant to Section 2.6 shall be allocated for Tax purposes among the Purchased Assets as mutually agreed to by the parties (the “Allocation”). Seller and Buyer agree not to take a position on any Income Tax return, before any Governmental Authority or in any judicial proceeding that is inconsistent with the Allocation.
Allocation of the Consideration. Seller and Buyer covenant to use their respective Best Efforts to, on or prior to the Closing Date, agree on the allocation of the Consideration to be set forth in Schedule 2.5, subject to such adjustment as Seller and Buyer may agree to reflect any adjustment to the Purchase Price pursuant to Section 2.
Allocation of the Consideration. The Consideration (less any payments required under Section 2.2 hereof) shall be allocated among the Property in accordance with section 1060 of the Internal Revenue Code of 1986, as amended (the "CODE"), and the Treasury regulations promulgated thereunder, and such allocations shall be reflected on EXHIBIT "E" attached hereto. HBR and IWRA agree to file their respective United States federal and state income "Tax Returns" (as defined below), including Internal Revenue Service Form 8594, in a manner consistent with EXHIBIT "E" as such exhibit may be adjusted, from time to time. Prior to the Closing, EXHIBIT "E" shall be prepared by HBR and be reasonably acceptable to IWRA. Any additional Consideration paid pursuant to Section 2.2 hereof shall be allocated pursuant to section 1060 of the Code and in a manner consistent with the allocations as set forth on EXHIBIT "E".
Allocation of the Consideration. The Consideration shall be allocated among the Assigned Assets for all purposes (including tax and financial accounting) in accordance with an allocation methodology agreed upon by the Parties. The Parties shall file all Tax returns (including amended returns and claims for refund) and information reports in a manner consistent with such allocation methodology.
Allocation of the Consideration. The Consideration shall be allocated among the Acquired Assets in such manner as Buyer may determine, as reflected on Schedule 1-I (as such Schedule may be amended by Buyer prior to Closing, and adjusted to reflect the adjustments set forth herein). Each Seller shall agree to such allocation and will file all necessary forms to effectuate such allocation. All allocations made pursuant to this Section shall be binding upon the Parties and upon each of their successors and assigns, and the Parties shall report the transaction herein in accordance with such allocations for tax purposes and shall not take any position on any tax return that is inconsistent therewith.
Allocation of the Consideration. The Consideration shall be allocated in accordance with Exhibit F. Exhibit F shall be adjusted in accordance with the Final Adjustment to Cash Consideration, as described in Section 2.3 of this Agreement, in proportion to the adjustment in those accounts which compose the Net Book Value of the Business as it existed as of September 30, 2002 when compared to the Net Book Value of the Business as set forth on the Post-Closing Statement of Net Book Value. Seller shall pay all federal and state sales and use taxes and other like charges properly payable with respect to the sale of the Assets. Seller and Buyer shall not take any action, whether in the preparation of tax returns, financial statements or otherwise, that is inconsistent with the allocations set forth in Exhibit F. All personal property and other similar taxes payable with respect to the Assets for the full calendar year 2002, shall be apportioned between the parties in accordance with their respective periods of ownership before and after the Closing.