Final Purchase Price Allocation Clause Samples

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Final Purchase Price Allocation. The parties acknowledge that the purchase and sale of the Membership Interests pursuant to this Agreement will be treated as a purchase and sale of the Transferred Assets for federal income tax purposes (and for purposes of any applicable state taxes that follow the federal treatment). Not later than 90 days after the Closing Date, the Buyer shall determine in consultation with the Seller and deliver to the Seller an allocation of the consideration paid (or treated as paid) for the Transferred Assets among such assets in accordance with Section 1060 of the Code. Except with respect to any payments of interest under Section 1.2(f) and as otherwise as required by Law, any payments from one party to the other under this Agreement after the Closing Date shall be treated as an adjustment to the consideration paid for the Transferred Assets for federal income tax purposes, and the Buyer shall revise the allocation described previously as appropriate and deliver the revised allocation to the Seller. If the parties cannot agree on either the initial allocation or any adjusted allocation within 30 days of the provision of such allocation, the parties will resolve the dispute in accordance with Section 1.2(e). The parties agree to file all Tax Returns consistent with such original or any revised allocation, including the filing of Internal Revenue Service Form 8594, and not to take any position inconsistent therewith, except as required by Law.
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Final Purchase Price Allocation. The Closing Date Allocation shall be adjusted by Seller Parent to reflect any differences between the items taken into account with respect to each Transferred Company in the determination of the Estimated Consideration and the items taken into account in respect of such Transferred Company in the determination of the Final Consideration (including, if determined by Seller Parent, by adjusting the allocation of the Cash Consideration Payment Amount, Cash Consideration Promissory Note Amount and Share Consideration among the Transferred Companies acquired by the US Purchaser Sub and the Transferred Companies acquired by the UK Purchaser Sub to reflect any Promissory Note Adjustment in respect of the Transferred Companies acquired by the UK Purchaser Sub). Additionally, Seller Parent shall allocate the amount of Tax Consideration allocable to each Transferred Company (or, if applicable, Subsidiary thereof) that is a Disregarded Entity or in respect of which a Section 338 Election is to be made among the assets of each such Transferred Company in accordance with Section 1060 of the Code and the Treasury regulations promulgated thereunder and, if applicable, Section 338 of the Code and the Treasury regulations promulgated thereunder. The Closing Date Allocation, as finally determined by Seller Parent following any such adjustments and allocation among the assets of any Transferred Company, as applicable (the “Final Allocation”), shall be final, conclusive and binding on the parties absent manifest error and shall be delivered by Seller Parent to Purchaser Parent no later than sixty (60) days following the determination of the Final Cash Consideration; provided, that, the Final Allocation shall be determined consistently with the methodology provided in Schedule 1.5. Each of Seller Parent and Purchaser Parent shall (and shall cause its respective Affiliates to) prepare and file its Tax Returns (including the Section 338(h)(10) Election Forms and any Section 338(g) Election Forms) on a basis consistent with the Final Allocation and shall (and shall cause its respective Affiliates to) take no position inconsistent with the Final Allocation on any Tax Return, in any audit, examination or other Action with respect to Taxes (“Tax Audit”) or otherwise, in each case, except to the extent otherwise required by a Tax Authority following a Tax Audit diligently defended in good faith or in compliance with Schedule 1.5. If the Final Allocation is disputed by any Tax Author...
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Final Purchase Price Allocation. Parent Seller shall prepare a written statement allocating the Final Purchase Price on the Sold Business taking into account, to the extent possible considering the Accounting Principles, Purchaser’s requirement to comply with US GAAP (the “Allocation Statement”) and shall provide Purchaser with the Allocation Statement within reasonable time, but not later than eight (8) weeks after the Closing Date taking into account arm’s length principles. Parent Seller shall update the Allocation Statement and provide Purchaser with an updated statement (the “Updated Allocation Statement”) within ten (10) Business Days following the delivery of the ETWC Statement pursuant to Section 11.2.2. Bird & Bird / METIS 27 /66 ASPA EXECUTION COPY Project London 11.12.2011 Should Parent Seller and Purchaser not agree on the appropriate allocation of the Final Purchase Price within four (4) weeks after the Parent Seller has received the Updated Allocation Statement, then Parent Seller and Purchaser shall each be entitled to allocate the Purchase Price as they deem necessary under their applicable statutory requirements.
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Final Purchase Price Allocation. Once the Final Purchase Price is determined, Sellers and Buyer agree that the Final Purchase Price will be allocated to the Assets for Tax and financial accounting purposes by Ernst & Young LLP, within 120 days after Final Settlement Date. Sellers and Buyer agree: (1) to report the federal, state and local income and other Tax consequences of the Contemplated Transactions, and in particular to report the information required by Section 1060(b) of the Code, and to jointly prepare Form 8594 (Asset Acquisition Statement under Section 1060) in a manner consistent with such allocation; and (2) without the Consent of the other Party, not to take any position inconsistent therewith upon examination of any Tax return, in any refund claim, in any litigation, investigation or otherwise. Sellers and Buyer agree that each will furnish the other a copy of Form 8594 (Asset Acquisition Statement under Section 1060) proposed to be filed with the Internal Revenue Service by such Party or any Affiliate thereof within ten days prior to the filing of such form with the Internal Revenue Service. No later than August 31, 2006, Sellers shall notify Buyer of Sellers’ Tax basis in the Assets.
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Related to Final Purchase Price Allocation

  • Purchase Price Allocation The Parties agree that the Purchase Price, the Assumed Liabilities and any other relevant items or adjustments (and all other capitalized costs) will be allocated among the Purchased Assets in a manner consistent with Section 1060 of the Code, the regulations promulgated by the U.S. Department of Treasury thereunder, and the principles set forth in Schedule 6.2. Following the Closing Date, Seller will prepare and deliver to Purchaser a draft allocation schedule (the “Proposed Allocation Schedule”). Purchaser shall be entitled to propose to Seller any reasonable changes (such proposal, an “Allocation Objection Notice”) to the Proposed Allocation Schedule within 20 days of the receipt thereof. If Purchaser does not timely file an Allocation Objection Notice, such Proposed Allocation Schedule shall be deemed the “Final Allocation Schedule”. If Purchaser timely delivers an Allocation Objection Notice to Seller, Purchaser and Seller agree to negotiate in good faith to agree upon the Proposed Allocation Schedule, and the allocation as agreed to in writing by the Parties shall be deemed the Final Allocation Schedule. Unless otherwise required by applicable Law, all Returns filed, and Tax positions taken, by Purchaser and Seller will be consistent with such Final Allocation Schedule. If the values set forth on the Final Allocation Schedule are disputed by any Tax authority, as between Purchaser and Seller, the Party receiving notice of such dispute promptly will notify the other Party concerning the existence of such dispute and the Parties will consult with each other with respect to all issues related to the Final Allocation Schedule in connection with such dispute.

  • Closing Purchase Price (i) As soon as practicable after the execution and delivery of this Agreement by the Contract Parties, but in no event later than five (5) days prior to the Closing Date, the Seller shall cause a consolidated divisional balance sheet for the Companies as at December 31, 1999 to be prepared in accordance with GAAP, applying the accounting policies and methods set forth on Annex III, shall cause such balance sheet to be audited by the Seller's Auditors pursuant to a special audit procedure relating to such balance sheet and shall cause such audited balance sheet to be delivered to the Seller, together with a report of the Seller's Auditors with respect thereto, which report shall be unqualified except to the extent of any customary limitations stated therein in connection with the limited scope of such special audit procedure (such audited balance sheet and auditors' report being referred to herein collectively as the "AUDITED BALANCE SHEET"). The Seller shall cause the Audited Balance Sheet to be delivered to the Buyer within one (1) Business Day after the Seller's receipt thereof. By no later than two (2) Business Days prior to the Closing Date, the Seller shall deliver to the Buyer a statement (which may include accruals for amounts not yet incurred) setting forth the nature and amount of each Pre-Closing Seller Cost (the "PRE-CLOSING SELLER COST STATEMENT"). (ii) At the Closing, the Base Purchase Price shall be adjusted on a dollar-for-dollar basis as follows: (A) if the amount of the Net Assets of the Companies as reflected on the Audited Balance Sheet exceeds the Net Assets Reference Amount, the Base Purchase Price shall be increased by the amount of such excess, and if the Net Assets Reference Amount exceeds the amount of the Net Assets of the Companies as reflected on the Audited Balance Sheet, the Base Purchase Price shall be reduced by the amount of such excess, and (B) the Base Purchase Price as adjusted pursuant to clause (A) above shall be increased by the aggregate amount of the Pre-Closing Seller Costs set forth on the Pre-Closing Seller Cost Statement.

  • Purchase Price Adjustment (a) Within 90 days following the Closing, the Buyer shall prepare and deliver, or cause to be prepared and delivered, to the Seller a statement (the “Closing Schedule”) setting forth: (i) the Buyer’s determination of the actual amounts of (A) the Adjustment Amount, including the Final Adjustment Amount Overage or the Final Adjustment Amount Underage (the “Final Adjustment Amount”), and (B) the Seller Indebtedness Amount, in each case as of 12:01 a.m. Eastern Time on the Closing Date without taking into account any of the transactions to be completed on the Closing Date in accordance with the terms of this Agreement; (ii) a calculation of any adjustments to the Closing Payment based on such calculations (the adjusted Closing Payment as a result of such calculation being the “Final Closing Payment”); and (iii) a calculation of the accounts receivable contained in the Preliminary Adjustment Amount that were not collected by Buyer within the thirty (30) days immediately following the Closing and the accounts receivable existing at the Closing but not taken into account in calculating the Adjustment Amount (the “Excluded AR”). (b) Within fifteen (15) days after delivery of the Closing Schedule, the Seller may deliver a notice to Buyer either: (i) concurring with the Closing Schedule (a “Notice of Concurrence”); or (ii) disagreeing therewith (a “Notice of Disagreement”). If the Seller delivers a Notice of Disagreement, then it shall be accompanied by the Seller’s proposed revisions to the Closing Schedule. If the Seller fails to deliver any notice within such 15-day period, the Seller shall be deemed to have delivered a Notice of Concurrence. (c) If a Notice of Concurrence is delivered or deemed delivered, and if the Final Closing Payment is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. If a Notice of Concurrence is delivered or deemed delivered, and the Final Closing Payment is greater than the Closing Payment, Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of the delivery of the Notice of Concurrence. (d) If a Notice of Disagreement is delivered, then the Seller and the Buyer shall, during the 15-day period following such delivery (the “Negotiation Period”), use commercially reasonable efforts to agree on the Final Adjustment Amount. If, during such period, the Seller and the Buyer are unable to reach agreement, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party (the “Independent Auditor”) to resolve the disagreement, and any such resolution shall be final, conclusive and binding upon the parties hereto, absent fraud or manifest error. To the extent the Final Closing Payment as determined by the Independent Auditor is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. To the extent the Final Closing Payment as determined by the Independent Auditor is more than the Closing Payment, the Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of such resolution. (e) Each of the Seller and the Buyer shall pay fifty percent (50%) of the fees and expenses of the Independent Auditor.