Extract to table

We recommend that Seller agree to the election, subject to the following conditions: (i) the purchase price allocation among asset classes shall be mutually agreed between Buyer and Seller and documented in a separate Section 338(h)(10) Election Agreement to be executed at signing of the MIPA; (ii) Buyer shall bear the incremental tax cost, if any, to Seller resulting from the election (i

any increase in Seller's tax liability attributable to the election as compared to stock sale treatment); and (iii) the parties shall file consistent allocations on their respective tax returns and cooperate in the preparation and filing of all required forms and elections

Both the purchasing corporation (Buyer's acquisition vehicle) and the selling consolidated group member (AMH) must sign Form 8023

The allocation must follow the residual method prescribed by Treasury Regulation § 1

The allocation must be agreed between Buyer and Seller and reflected consistently on their respective federal and state income tax returns

Ohio repealed its corporate franchise/income tax effective for tax year 2014, so no Ohio income tax would apply to the gain, but the CAT implications must be evaluated