(e)IRS Form 8594.Seller shall provide a copy of IRS Form 8594 completed in accordance with Section 3.4.
Seller and Purchaser have allocated the purchase price among the Properties as set forth on Schedule 1 attached hereto (the “Allocated Amounts”).For tax purposes, the Allocated Amounts are consistent with Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”) and the Treasury Regulations promulgated thereunder.Each party, Seller and Purchaser, shall use the Allocated Amounts on IRS Form 8594.Seller and Purchaser agree to file all information reports and tax returns in a manner consistent with the purchase price allocation set forth on Schedule 1.Neither Seller nor Purchaser shall take, or permit any of their respective affiliates to take, any position inconsistent with such allocation on any tax return or otherwise, unless required to do so by applicable law or a “determination” within the meaning of Section 1313(a)(1) of the Code.The purchase price allocation may be revised from time to time, by the mutual written consent of all parties, so as to reflect any matters that need to be updated, including purchase price adjustments, if any.
2.5 Allocation. Within forty-five (45) days after the date hereof, and subject to the reasonable approval of Seller, Buyer shall prepare an allocation of the Purchase Price and Assumed Liabilities among the Purchased Assets. The allocation referred to in the preceding sentence shall be made in accordance with Section 1060 of the Code and the Treasury Regulations thereunder and the fair market values of the Purchased Assets . Buyer and Seller agree to cooperate with each other, and to furnish each other with such information as is reasonably requested by the other party, for purposes of such allocation. The Parties shall make consistent use of the allocation for all Tax purposes and in all filings, declarations and reports with the IRS in respect thereof, including the reports required to be filed under Section 1060 of the Code and the filing of IRS Form 8594. In any Proceeding related to the determination of any Tax, neither Buyer nor Seller shall contend or represent that such allocation is not a correct allocation.
consistent with such allocation. Subject to the requirements of applicable Law, such allocation shall be used by the Buyer and the Company in preparing any filings required pursuant to Section1060 of the Code or any similar provisions of state, provincial, local or foreign Law and all relevant Tax Returns (including IRS Form 8594), and neither the Buyer nor the Company will take any position before any Taxing Authority or in any judicial proceeding with respect to Taxes that is inconsistent with such allocations without the prior written consent of the other party or parties, as the case may be, such consent not to be unreasonably withheld or delayed. The parties shall exercise commercially reasonable efforts to support such reported allocations in any audit proceedings initiated by any Taxing Authority; provided, however, that the Company shall not have any obligation to pay for an appraisal, to initiate any appeal or similar proceeding with any court or Taxing Authority, or in any other way incur unreasonable or extraordinary out-of-pocket expenses. The parties and their Affiliates shall timely file all forms and Tax Returns required to be filed in connection with the allocation. Not later than 30 days prior to the filing of their respective IRS Forms 8594 relating to this transaction, each party shall deliver to the other party a copy of its IRS Form 8594. For purposes of calculating any GST/HST and other applicable Taxes payable on Closing under Section11.6 of this Agreement, the Company shall, no later than the Closing Date, provide a preliminary allocation to the Buyer in respect of the Purchase Price allocated to Transferred Assets that are located in Canada, including an allocation of such amount to the Transferred Assets located in each province.