Purchaser and the Seller Parties agree to (i) be bound by the Allocation, (ii) act in accordance with the Allocation in the preparation of all financial statements and the filing of all Tax Returns (including filing Form 8594 with their United States federal income Tax 24 CERTAIN CONFIDENTIAL...
Further, the acquirer and target company must agree on how the purchase price is to be allocated among the assets in the deal. The United States Internal Revenue Code dictates that the purchase price be allocated using the “residual method,” which allocates the purchase price among the assets...
Further, the acquirer and target company must agree on how the purchase price is to be allocated among the assets in the deal. The United States Internal Revenue Code dictates that the purchase price be allocated using the “residual method,” which allocates the purchase price among the assets...
Buyer and Seller agree to each prepare and file on a timely basis with the Internal Revenue Service (and applicable state tax authorities) substantially identical and supplemental Internal Revenue Service Forms 8594 (and corresponding state tax forms) consistent with Buyer's allocation of the Purchase...
8.1 ALLOCATION OF PURCHASE PRICE. The Purchase Price shall be allocated among the various classes of Assets in accordance with and as provided by Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code"), as set forth on SCHEDULE 8.1 hereto, which Schedule shall be agreed...
The parties shall file all applicable tax returns and reports (including IRS Form 8594 issued pursuant to Section 1060 of the Code) in accordance with and based upon such allocation and shall not take any position in any tax return or report, or any tax proceeding or audit, that is ...
“residual method,” which allocates the purchase price among the assets equal to their fair market value with any remaining balance being applied to goodwill. The acquirer and target company both report the same agreed-upon purchase price allocation using Form 8594 on their respective tax returns...