Allocation of the Aggregate Purchase Price Clause Samples

Allocation of the Aggregate Purchase Price. Pfizer, on behalf of itself and the Seller Corporations, and Purchaser (i) have agreed to the allocation as of the Closing Date of the Aggregate Purchase Price among the Conveyed Subsidiaries and the Asset Selling Corporations as set forth in Schedule 2.9 (the “Section 2.9(i) Allocation”) and (ii) shall agree prior to the Closing on the allocation as of the Closing Date among the Purchased Assets sold by each Asset Selling Corporation of the Asset Purchase Price allocable to such Asset Selling Corporation as set forth in Schedule 2.9 (the “Section 2.9(ii) Allocation” and, together with the Section 2.9(i) Allocation, the “Allocation”). Each of the Seller Corporations on the one hand and Purchaser on the other shall (i) be bound by the Allocation for purposes of determining any Taxes; (ii) prepare and file, and cause its Affiliates to prepare and file, its Tax Returns on a basis consistent with the Allocation; and (iii) take no position, and cause its Affiliates to take no Back to Contents position, inconsistent with the Allocation on any applicable Tax Return or in any proceeding before any taxing authority or otherwise. In the event that the Allocation is disputed by any taxing authority or Governmental Authority, the party receiving notice of the dispute shall promptly notify the other party hereto, and both Pfizer and Purchaser agree to use their best efforts to defend such Allocation in any audit or similar proceeding, and the matter shall be handled as a Tax Claim described in Section 7.4(i)(B). Each of the Seller Corporations and Purchaser acknowledge that the Section 2.9(i) Allocation was made at arm’s length based upon a good faith determination of fair market values. Pfizer shall be provided with a copy of Purchaser's proposed Section 2.9(ii) Allocation at least 25 Business Days prior to Closing and, provided that Pfizer consents to Purchaser's proposed Section 2.9(ii) Allocation (which consent shall not be unreasonably withheld), the Section 2.9(ii) Allocation shall be made as specified in such allocation. If Pfizer does not consent to Purchaser's proposed Section 2.9(ii) Allocation, Pfizer and Purchaser shall use their best efforts to resolve all differences within 15 Business Days prior to Closing. If Pfizer and Purchaser are unable to resolve all differences within 15 Business Days prior to Closing, then any remaining disputed matters shall be submitted to American Appraisal (the "Allocation Arbiter") for the final and conclusive determination....
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Allocation of the Aggregate Purchase Price. The Parties have agreed to the allocation of the Purchase Price among the Interests, the Purchased IP and among the other assets of the Acquired Companies as set forth in Section 2.6 of the Disclosure Schedule (the “Purchase Price Allocation”), provided, however, that in the event of any material changes in the balance sheets of the Acquired Companies between signing and Closing, the Parties will adjust the allocation of the Purchase Price to the Interests to the extent necessary to account for such changes (but in the event of any such material change, in no event will the Purchase Price allocated to particular Interests be less than the net book value of such Interests on the Closing Date). Each Party will: (a) be bound by the Purchase Price Allocation for purposes of determining any Taxes; (b) prepare and file, and cause its Affiliates to prepare and file, its Tax Returns on a basis consistent with the Purchase Price Allocation; and (c) take no position, and cause its Affiliates to take no position, inconsistent with the Purchase Price Allocation on any applicable Tax Return or in any Action before any Tax Authority or otherwise. In the event that the Purchase Price Allocation is disputed by any Tax Authority, the Party receiving notice of the dispute shall promptly notify the other Parties, and each Party agrees to use its reasonable best efforts to defend such Purchase Price Allocation in any audit or similar Action.
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Allocation of the Aggregate Purchase Price. The Aggregate Purchase Price shall be allocated among the Purchased Assets in the manner set forth in Schedule 2.4 annexed hereto, subject to any adjustment to the Aggregate Purchase Price which shall be made pursuant to Section 2.2 hereof. The parties hereto acknowledge and agree that such allocation reflects the respective fair market values of the Purchased Assets and that they will not take a position inconsistent with such allocation for U.S. or foreign federal, state, provincial or local tax purposes.
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Allocation of the Aggregate Purchase Price. Seller and Purchaser have agreed to the allocation of the Aggregate Purchase Price among the Sold Shares to be purchased hereunder as set forth in Schedule 2.3 (the "Allocation"), subject to adjustment to reflect any adjustments or payments made pursuant to Sections 2.2, 5.4 or Article VII. Each of Seller and Purchaser shall (a) be bound by the Allocation for purposes of determining any Taxes, (b) prepare and file, and cause its Subsidiaries to prepare and file, its and their Tax Returns on a basis consistent with the Allocation and (c) take no position, and cause its Subsidiaries to take no position, inconsistent with the Allocation on any applicable Tax Return or in any proceeding before any Tax Authority or otherwise. In the event that the Allocation is disputed by any Tax Authority, the party receiving notice of the dispute shall promptly notify the other party hereto of the receipt of such notice and consult with such other party in the resolution of the dispute.
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Related to Allocation of the Aggregate Purchase Price

  • Allocation of the Purchase Price (a) Within ninety (90) days after the final determination of the Final Purchase Price pursuant to Section 2.5, the Sellers will provide the Buyer with a statement (or statements) (the “Asset Acquisition Statement”) with the Sellers’ proposed allocation of the Final Purchase Price (plus any other amounts, including Assumed Liabilities, to the extent properly taken into account as consideration for applicable Tax purposes) among the Transferred Assets and, if applicable, the Ancillary Agreements and any other rights transferred hereunder or thereunder in accordance with Section 1060 of the Code (and any other applicable state, local or non-U.S. Law). The Buyer may, within thirty (30) days after receiving such Asset Acquisition Statement, propose to the Sellers in writing any changes to such Asset Acquisition Statement that are consistent with applicable Law (the “Allocation Notice of Objection”), and if the Buyer does not deliver such a Notice of Objection within such period, the Buyer shall be deemed to have accepted such proposed Asset Acquisition Statement and it shall become final and binding on the Parties. If the Buyer delivers a Notice of Objection, then the Buyer and the Sellers will endeavor in good faith to resolve any differences with respect to the Asset Acquisition Statement within thirty (30) days after the Sellers’ receipt of the Notice of Objection. If the Buyer and the Sellers are unable to resolve such differences, the matters in dispute shall be resolved by the Accounting Firm, which determination by such Accounting Firm shall be consistent with this Agreement. The fees, costs and expenses of the Accounting Firm shall be borne by the Buyer and the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered. (b) The Buyer and the Sellers agree that they shall each (and shall cause their respective Affiliates to) file all Tax Returns (including amended returns and claims for refunds) and information reports in a manner consistent with the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a))); provided that nothing contained in this Section 2.6(b) shall prevent any Party (or their Affiliates) from settling, or require any of them to litigate any challenge, proposed deficiency, adjustment or other similar proceeding by any Governmental Authority with respect to the Asset Acquisition Statement. Upon any adjustment to the Purchase Price in connection with an indemnification claim made pursuant to Article 13, the allocation described in the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a)) shall be subject to adjustment in a manner consistent with Section 2.6(a).

  • Aggregate Purchase Price The aggregate purchase price for the Notes (the “Aggregate Purchase Price”) shall equal the result of (x) divided by (y), where (x) equals the Aggregate Principal Amount and (y) equals 1.25. Each date upon which a Closing occurs is a “Closing Date”.

  • Allocation of Purchase Price (a) No later than sixty (60) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code. If, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm. (b) Purchaser and Seller shall report the transaction contemplated by this Agreement (including income Tax reporting requirements imposed pursuant to Section 1060 of the Code) in accordance with the allocation specified in the Final Allocation Statement. Each of Purchaser and Seller agrees to timely file, or cause to be timely filed, IRS Form 8594 (or any comparable form under state or local Tax law) and any required attachment thereto in accordance with the Final Allocation Statement. Except as otherwise required pursuant to a “determination” under Section 1313 of the Code (or any comparable provision of state or local law), neither Purchaser nor Seller shall take, or shall permit its Affiliates to take, a Tax position which is inconsistent with the Final Allocation Statement. In the event any party hereto receives notice of an audit in respect of the allocation of the consideration paid for the Assets, such party shall immediately notify the other party in writing as to the date and subject of such audit. Any adjustment to the Purchase Price pursuant to Section 3.3 shall be allocated among the Assets by reference to the item or items to which such adjustment is attributable.

  • Payment of the Purchase Price The Purchase Price shall be paid as follows: (a) A deposit of TWO HUNDRED THOUSAND DOLLARS ($200,000.00) (the “Deposit”) shall be paid by Purchaser to Commonwealth Land Title Insurance Company, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as escrow agent (the “Escrow Agent”), within five (5) business days after the Effective Date (as defined herein), which at Purchaser’s option may be by certified or bank cashier’s check or by wire transfer. For purposes of this Agreement, “Effective Date” shall mean the date on which Purchaser and all of the Whitehall Sellers and GMH Sellers have executed this Agreement. The Deposit shall remain applicable to the Purchase Price and shall become non-refundable to Purchaser except as may otherwise be provided in accordance with the terms and provisions hereof. The Deposit shall be held in escrow until the Closing (defined below), at which time the Deposit shall be allocated amongst the Whitehall Sellers and GMH Sellers in accordance with their Percentage Interests, as a credit against the Purchase Price, or may be sooner released in accordance with the terms hereof. Escrow Agent shall be authorized, at Purchaser’s option, to invest the Deposit in an interest-bearing account in the name of Escrow Agent in such commercial bank as it deems appropriate. All interest or other earnings on the Deposit shall become a part of the Deposit and be disbursed to the party entitled to the Deposit pursuant to the terms and provisions hereof, and (b) The balance of the Purchase Price shall be paid by Purchaser to the Whitehall Sellers, in cash, and GMH Sellers, in cash and/or operating units, in accordance with their Percentage Interests by wire transfer funds, or issuance of operating units, at Closing, to such account or accounts as directed by the Whitehall Sellers and GMH Sellers, as applicable, in writing.

  • Purchase Price; Allocation of Purchase Price (a) The purchase price for the Purchased Assets and the Shares (the “Purchase Price”) is $3,000,000,000 (three billion dollars) in cash. The Purchase Price shall be paid as provided in Section 2.09 and shall be subject to adjustment as provided in Sections 2.09 and 2.11. Seller shall be treated as receiving a portion of the Purchase Price as agent for its Affiliates actually selling the Purchased Assets and the Shares consistent with the allocation of the Purchase Price pursuant to the Allocation Statement. (b) As soon as practicable after the Closing, Buyer shall deliver to Seller a statement (the “Allocation Statement”), allocating the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under Section 1060 of the Code) among the Purchased Assets and the Shares in accordance with Section 1060 of the Code and the principles and methodology set forth and illustrated in Section 2.08 of the Disclosure Schedule (the “Allocation Methodology”); provided that the parties may agree to amend or adjust such methodology to the extent that the parties mutually determine necessary to properly reflect the fair market value of the Purchased Assets and the Shares. If within 10 days after the delivery of the Allocation Statement Seller notifies Buyer in writing that Seller objects to the allocation set forth in the Allocation Statement because it is inconsistent with the Allocation Methodology, Buyer and Seller shall use their best efforts to revise the allocation specified in the Allocation Statement to the mutual satisfaction of Buyer and Seller within 20 days. In the event that Buyer and Seller are unable to resolve such dispute within 20 days, Buyer and Seller shall jointly retain Deloitte & Touche LLP (the “Accounting Referee”) to resolve the disputed items and the Accounting Referee shall determine an allocation that is most consistent with the Allocation Methodology. Upon resolution of the disputed items, the allocation reflected on the Allocation Statement shall be adjusted to reflect such resolution. The costs, fees and expenses of such Accounting Referee shall be borne equally by Buyer and Seller. If any Taxing Authority or other Governmental Authority requires a third party appraisal of all or part of the Purchased Assets or the Shares, Buyer shall bear the responsibility for obtaining such appraisal and the allocation set forth on the Allocation Statement shall be adjusted to the extent necessary to reflect the results of such appraisal. (c) Seller and Buyer agree to (i) be bound by the Allocation Statement (as it may be adjusted as provided in Section 2.08(b)) and (ii) act in accordance with the allocation established pursuant to Section 2.08(b) in the preparation, filing and audit of any Tax return (including filing Form 8594 with its federal income Tax return for the taxable year that includes the date of the Closing). (d) If an adjustment is made with respect to the Purchase Price pursuant to Section 2.11, the Allocation Statement shall be adjusted by mutual agreement of the parties in accordance with Section 1060 of the Code and the Allocation Methodology. In the event that an agreement is not reached within 20 days after the determination of Final Working Capital, any disputed items shall be resolved in the manner described in Section 2.08(b). Buyer and Seller agree to file any additional information return required to be filed pursuant to Section 1060 of the Code and to treat the Allocation Statement as adjusted in the manner described in Section 2.08(b). (e) Not later than 30 days prior to the filing of their respective Forms 8594 relating to this transaction, each party shall deliver to the other party a copy of its Form 8594.