Allocation of the Purchase Price Clause Samples
POPULAR SAMPLE Copied 8 times
Allocation of the Purchase Price. The Parties agree that the total consideration, as determined for tax purposes paid for the Assets, including, for the avoidance of doubt, the Transferred Securities, will be allocated to such Assets in accordance with Section 1060 of the Code and the rules and regulations promulgated thereunder and any similar provision of state, local and foreign law, as appropriate. Seller and Purchaser will cooperate to agree on the amount of such consideration that is allocable to the Transferred Securities of the Foreign Transferred Subsidiaries by Closing and will attach a schedule setting forth such allocation to this Agreement at Closing. Seller shall provide Purchaser with a proposed schedule detailing how the remainder of such consideration is allocable to the Assets (other than the Transferred Securities of the Foreign Subsidiaries) within ninety (90) days following the Closing Date (the “Allocation Schedule”). Within 30 days after the receipt of the Allocation Schedule, Purchaser will propose to Seller any changes to the Allocation Schedule. Purchaser and Seller will endeavor in good faith to resolve any differences with respect to the Allocation Schedule within 30 days after Seller’s receipt of notice of objection or suggested changes from Purchaser. If an agreement is reached, Seller and Purchaser agree that for income tax purposes, they shall report the transactions contemplated by this Agreement in accordance with such allocation, provided that nothing contained herein shall prevent Seller, Purchaser or the Transferred Subsidiaries from settling any proposed deficiency or adjustment by any taxing authority based on or arising out of the allocation agreed to by Purchaser and Seller pursuant to this Section 7.10(f) and none of Seller, Purchaser or the Transferred Subsidiaries will be required to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging such allocation. If, however, Purchaser and Seller cannot in good faith resolve any differences with respect to the Allocation Schedule, Purchaser and Seller shall prepare separate allocations.
Allocation of the Purchase Price. The Purchase Price shall be allocated amongst the Assets as provided in Schedule A attached hereto, and each party shall file in a manner consistent therewith (i) the reports required under Section 1060 of the Internal Revenue Code of 1986, as amended, and (ii) their respective Federal, state and local tax returns.
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 ...
Allocation of the Purchase Price. Prior to Closing, Buyer and Seller shall use their reasonable best efforts to agree on an allocation of the Purchase Price. Buyer and Seller shall use such allocation for all reporting purposes in connection with federal, state and local income and, to the extent permitted under applicable law, franchise taxes. Buyer and Seller agree to report such allocation to the Internal Revenue Service in the form required by Treasury Regulation Section 1.1060-1T.
Allocation of the Purchase Price. The Purchase Price shall be allocated among the Properties as set forth on Exhibit A-1 or Exhibit A-2, as applicable. The value so allocated to a particular Property may be referred to as the “Allocated Value” for that Property. Buyer and Sellers agree that the Allocated Value attributable to each of the Properties is attributed thereto for the sole purpose of adjusting the Purchase Price in respect of Title Defects, and in no event shall such value be deemed controlling for any other purpose (including tax purposes) or be deemed by Buyer, Sellers or any Third Party to be a representation or warranty of any kind by either Party or by any Person as to the productive capacity, quantity of reserves or actual value attributable to such Property.
Allocation of the Purchase Price. [To Be Determined And Agreed To By The Parties Prior To Closing]
Allocation of the Purchase Price. Buyer and Seller have allocated the Purchase Price among the Assets as set forth on Exhibit B. The value so allocated to a particular Asset may be referred to as the “Allocated Value” for that Asset. The undeveloped locations specifically described on Exhibit B shall be included in the term “Assets.”
Allocation of the Purchase Price. The Purchase Price will be allocated in accordance with Schedule 3.3. The Parties will cooperate with their respective accounting and tax agents to report the allocation of the Purchase Price among the Assets to the appropriate taxing authorities as set forth in Schedule 3.3.
Allocation of the Purchase Price. The Preliminary Purchase Price shall be allocated among the Leases and equipment included in the Assets in accordance with the allocations set forth on Schedule B. Any adjustments to the purchase price under Section 2.4 shall correspondingly (as appropriate) adjust the allocations set forth on Schedule B.
Allocation of the Purchase Price. (a) Seller Parent, on behalf of itself and its Affiliates, and Purchaser have agreed to allocate the Preliminary Purchase Price under the Original Agreement, without any adjustments contemplated in Section 2.8 in respect of VAT and Transfer Taxes, and, to the extent permitted by applicable Law, the Assumed Liabilities, 41% to the United States and 59% to the rest of the world (the “Preliminary Allocation”). Each of the Seller and Purchaser acknowledges that the Preliminary Allocation was done at arm’s length based upon a good faith estimate of fair market values.
(b) No fewer than thirty (30) days before the Closing Date, Seller Parent, on behalf of itself and its Affiliates and in accordance with this Section 2.11(b), shall deliver to Purchaser (i) a schedule allocating the Preliminary Purchase Price, without any adjustments contemplated in Section 2.8 in respect of VAT and Transfer Taxes, and, to the extent permitted by applicable Law, the Assumed Liabilities among (x) the Purchased Assets to be sold by each Asset Seller, and (y) the assets of any Conveyed Subsidiary (and Subsidiary thereof) (the “Asset Allocation Schedule”); and (ii) preliminary schedules prepared by Deloitte Transactions and Business Analytics LLP supporting the values of the assets on the Asset Allocation Schedule, the costs and expenses of which shall be borne equally by Seller Parent and Purchaser. For the avoidance of doubt, the Asset Allocation Schedule shall be limited to the specific assets and liabilities described in the immediately preceding sentence, shall be consistent in all respects with the Preliminary Allocation, and shall be in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder.
(c) No later than ninety (90) days after the Closing Date, Seller Parent, on behalf of itself and its Affiliates and in accordance with this Section 2.11(c), shall deliver to Purchaser (i) an updated Asset Allocation Schedule (the “Closing Asset Allocation Schedule”) allocating (1) the Preliminary Purchase Price, without any adjustments contemplated in Section 2.8 in respect of VAT and Transfer Taxes, plus (2) the Final Working Capital Adjustment, if known at the time, plus (3) the Final Net Cash Adjustment, if known at the time, plus (4) the fair market value as of the Closing Date of the earnout amount payable under Section 2.13, and plus (5) to the extent permitted by applicable Law, the Assumed Liabilities, among (x) the Purchased Assets to be sold ...