Allocation of Final Purchase Price Sample Clauses
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Allocation of Final Purchase Price. No later than 120 days after the Closing Date, Buyer shall deliver or cause to be delivered to Seller a proposed allocation of the Purchase Price (and other amounts treated, for U.S. federal income Tax purposes and applicable state, local, and foreign Tax purposes, as consideration paid by Buyer to Seller pursuant to this Agreement) among the Acquired Assets, which allocation shall be determined in a manner consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder and the methodologies provided in Section 2.5 of the Disclosure Schedules (the “Allocation Methodology”). The Parties shall cooperate in good faith to resolve any disputed items with respect to such proposed allocation and, if the Parties cannot resolve such disputed items following such cooperation, the Parties shall engage the Dispute Resolution Firm to determine the final resolution with respect to such disputed items. The Dispute Resolution Firm shall act as an expert and not an arbitrator and shall promptly resolved the disputed items in a manner consistent with the principles set forth in the Allocation Methodology. All fees and expenses of the Dispute Resolution Firm shall be borne equally by the Parties. The allocation as agreed by the Parties or as determined by the Dispute Resolution Firm, as the case may be (the “Final Purchase Price Allocation”), shall be conclusive and binding on the Parties hereto for U.S. federal, state, local and non-U.S. Tax purposes as provided herein, and all Parties and their respective Affiliates agree to file all Tax Returns, including IRS Form 8594 and any reports required to be filed under Section 1060 of the Code consistent with the Final Purchase Price Allocation, and none of the Parties or their respective Affiliates will take any Tax position (whether in Tax Returns, before any Governmental Entity charged with the collection of income Tax, or in any judicial proceeding) that is inconsistent with the Final Purchase Price Allocation, unless required to do so by applicable Law.
Allocation of Final Purchase Price. The Final Purchase Price shall be allocated in accordance with Section 6.18.2.
Allocation of Final Purchase Price. (a) Sellers and Purchaser shall allocate the Initial Purchase Price among the Companies as set forth on Schedule 2.5. Within 30 days following (i) the determination of the Working Capital Adjustment, or (ii) the making of an indemnification payment pursuant to Article IX or (iii) the making any payment pursuant to Section 2.6, Sellers and Purchaser shall revise the purchase price allocation to reflect such payments in accordance with the nature of each such adjustment.
(b) Neither Sellers, Purchaser nor any of their respective Affiliates shall file any Tax Return or other document or otherwise take, or agree to take, any position on any Tax Return which is inconsistent with the allocation determined pursuant to this Section 2.5, unless otherwise required by Law.
Allocation of Final Purchase Price. (a) Sellers and Purchaser agree to allocate the portion of the Initial Purchase Price set forth in Section 2.1(i) among the Companies as set forth on Schedule 2.5. Within thirty (30) days following (i) the determination of the Adjustment Amount or (ii) an indemnification payment made pursuant to Article X, in each case, Sellers and Purchaser shall revise the purchase price allocation to reflect the adjustments provided for in Sections 2.1(ii) through (iv) and the Adjustment Amount, on the one hand, or such indemnification payment, on the other hand, in accordance with the nature of each such adjustment.
(b) Neither Sellers, Purchaser nor any of their respective Affiliates shall file any Tax Return or other document or otherwise take, or agree to take, any position on any Tax Return which is inconsistent with the allocation determined pursuant to this Section 2.5, unless otherwise required by Law.
Allocation of Final Purchase Price. (a) The Parties agree that for U.S. federal Income Tax, Buyer’s purchase of the Membership Interests shall be treated by Buyer and Seller as a purchase and sale of the Company’s assets subject to its liabilities, (b) Buyer and Seller shall cooperate to determine, in accordance with all applicable Treasury Regulations promulgated under Section 1060 of the Code, the sales prices of the assets deemed sold and purchased hereunder. No later than Closing, Buyer and Seller shall agree on a preliminary determination of the sales prices, which shall be based on the Initial Purchase Price and the Company’s liabilities that the Parties expect will be included in the amount realized for United States federal Income Tax purposes on the deemed sale of the Company’s assets. Buyer shall propose (subject to Seller’s review and comment) the preliminary determination to Seller no later than five (5) Business Days before the Closing Date, and once agreed upon, the preliminary determination shall be attached to this Agreement as Schedule 2.6.
Allocation of Final Purchase Price. The purchase price, as properly determined for U.S. Federal income tax purposes, shall be allocated in its entirety among the Included Assets, the Licensed Intellectual Property and the covenant not to compete set forth in Section 5.5 in accordance with Section 1060 of the Code and any similar provision of state, local or foreign law, as applicable. Prior to Closing, Buyer and Seller shall use commercially reasonable efforts to tentatively agree on an Allocation Schedule (the “Initial Allocation Schedule”) setting forth that portion of the purchase price (i) to be allocated to the Canadian Seller for the Canadian Included Assets (including inventory, approximately four employees and certain specified contracts), (ii) to be allocated to Seller and each of its U.S. Affiliates that is selling assets hereunder for the Included Assets, the Licensed Intellectual Property and the covenant not to compete set forth in Section 5.5 (other than the Canadian Included Assets), and (iii) to be paid by Buyer and each of its Affiliates intending to purchase assets hereunder. Buyer shall prepare and deliver to Seller a tentative updated allocation schedule within one hundred eighty (180) days after the Closing Date (the “Tentative Final Allocation Schedule”). Buyer agrees to share the underlying valuation and methodology of the Tentative Final Allocation Schedule with Seller and consider in good faith any views or comments of Seller in revising the Tentative Final Allocation Schedule. Buyer will provide to Seller any revised Tentative Final Allocation Schedule promptly after receiving such views or comments of Seller (if any). The Tentative Final Allocation Schedule, as so revised, shall be the final allocation schedule (the “Final Allocation Schedule”) unless Seller believes that the Tentative Final Allocation Schedule, as so revised, is substantially and materially incorrect and provides notice of such disagreement within 30 days after receipt of such revised Tentative Final Allocation Schedule from Buyer. If Seller provides such notice, neither party shall be bound by the Initial Allocation Schedule or the Tentative Final Allocation Schedule and Buyer and Seller shall cooperate in good faith to resolve such dispute and agree upon an allocation schedule, which shall be the Final Allocation Schedule. Buyer and Seller agree to file all income Tax Returns (including, without limitation, IRS Form 8594) consistent with the Final Allocation Schedule unless otherwise required by...
Allocation of Final Purchase Price. 2.4.1 Sellers and Purchaser agree to allocate the Initial Purchase Price as adjusted for any amounts payable pursuant to Section 3.1(iv) among the Companies at or prior to the Closing, including allocating a portion of the Initial Purchase Price to the Excluded French Company if the French Shares are transferred at the Closing. Within thirty (30) days following the determination of the Adjustment Amount, or the determination that any adjustment must be made pursuant to Section 2.5 or 6.17, Sellers and Purchaser shall agree upon a revised purchase price allocation to reflect the Adjustment Amount and/or any adjustment which must be made pursuant to Section 2.5 or 6.17 in accordance with the character of each such adjustment and in a manner that is consistent with the allocation of the Initial Purchase Price.
2.4.2 Neither Sellers, Purchaser nor any of their respective Affiliates shall file any Tax Return or other document or otherwise take, or agree to take, any position on any Tax Return which is inconsistent with the allocation determined pursuant to this Section 2.4, unless otherwise required by Law.
Allocation of Final Purchase Price. The Final Purchase Price must be allocated among the Shares as follows:
(a) the Final PAL Purchase Price must be allocated to all the issued shares in Peabody Australia Limited; and
(b) the Final Darex Purchase Price must be allocated to all the issued shares in Darex Capital, Inc. -------------------------------------------------------------------------------- 5 Intentionally omitted -------------------------------------------------------------------------------- 6 Period before Completion
6.1 Carrying on of business Before Completion and subject to clause 6.2, the Seller must:
(a) in the case of each member of the Company Group, ensure that; and
(b) in the case of any Associated Company, use its reasonable endeavours to ensure that, the Business is conducted in the ordinary course of business and that:
(c) without the prior written consent of the Buyer no member of the Company Group and no Associated Company:
(1) disposes of, agrees to dispose of any interest in or creates a Security Interest over, any of its assets other than in the ordinary course of business;
(2) sells, assigns, transfers, declares itself trustee of or otherwise disposes of any share held by it in the share capital of any other member of the Company Group or any Associated Company;
(3) issues or allots any shares, options or securities which are convertible into shares or loan capital convertible to shares in the relevant member's or Associated Company's share capital to any person;
(4) alters its constitution;
(5) to the extent within its control, alters or permits the alteration of the trust deed and rules governing the Seller's Fund;
(6) does anything to merge or consolidate with any other corporation;
(7) enters into any material arrangement or understanding in respect of the provision of any loan or other financial facilities (including any speculative currency, interest rate or commodity arrangements) or any agency or distribution arrangement or understanding;
(8) enters into any agreement (conditional or otherwise) to do anything mentioned in this clause 6.1(c); or
(9) exercises any voting right under a Joint Venture Agreement in a manner inconsistent with the provisions of this clause 6.1(c); and
(d) the Buyer is notified of any material claims which are brought or threatened against any member of the Company Group or any Associated Company by a third party.
Allocation of Final Purchase Price. Buyer and Sellers will negotiate in good faith based on an appraisal (the expense of which shall be borne equally by Sellers and Buyer) secured by Buyer (a draft as well as final copies of which shall be furnished to Sellers within ten days after receipt by Buyer) to
Allocation of Final Purchase Price. The Final Purchase Price (and the Assumed Liabilities to the extent properly taken into account under the Code) shall be allocated among the Acquired Assets and the covenant not to compete set forth in Section 6.7 in accordance with Section 1060 of the Code and the Treasury regulations promulgated thereunder (and any similar provision of state, local or foreign law, as applicable). Buyer shall prepare and deliver to Seller an allocation schedule setting forth Buyer’s determination of such allocation (the “Allocation Schedule”) within 60 days following the date of determination of the Final Purchase Price. If Seller notifies Buyer in writing, within 30 days after the date on which Seller receives the Allocation Schedule, that Seller objects to one or more items reflected in the Allocation Schedule, Buyer and Seller shall cooperate in good faith to resolve such dispute and modify the Allocation Schedule accordingly. If Buyer and Seller are unable to resolve any such dispute within 30 days after Seller’s notice of disagreement, such dispute shall be resolved promptly by the Independent Expert or another nationally recognized accounting firm acceptable to Buyer and Seller, the costs of which shall be borne equally by Buyer and Seller. Buyer and Seller agree to file all income Tax Returns (including IRS Form 8594) consistent with the Allocation Schedule unless otherwise required by Law. If the Final Purchase Price is adjusted pursuant to Section 9.11, the Allocation Schedule shall be adjusted in a manner consistent with the foregoing procedures.