Purchase Price Allocation Sample Clauses
The Purchase Price Allocation clause defines how the total purchase price in a transaction will be distributed among the various assets or components being acquired. Typically, this involves assigning specific values to tangible and intangible assets, such as equipment, inventory, intellectual property, or goodwill, often in accordance with tax regulations or accounting standards. By clearly outlining the allocation, this clause helps both parties comply with tax reporting requirements and minimizes the risk of future disputes regarding asset values or tax liabilities.
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Purchase Price Allocation. (a) The consideration paid hereunder (including the liabilities of the Company to the extent required by applicable Law) shall be allocated among the assets of the Company using their fair market values as of the Closing Date determined consistent with the allocation as set forth on Schedule 2.5 (the “Allocation Schedule”). The parties shall each adopt and utilize the fair market values on the Allocation Schedule for purposes of filing any applicable Tax forms and all federal, state and other Tax Returns filed be each of them (unless otherwise required by Law), and each of them will not take any position inconsistent therewith upon examination of any such Tax Return, in any audit, Proceeding or otherwise with respect to such Tax Returns (unless otherwise required by Law). The parties hereto agree to provide promptly the other with any other information required to complete any of such applicable Tax forms.
(b) Any payment made under Section 11.2 shall be treated as an adjustment to the Purchase Price unless a determination (as defined in Section 1313 of the Code) with respect to the Indemnified Party causes any such payment not to constitute an adjustment to the Purchase Price for federal income Tax purposes. In the event of an adjustment to the Purchase Price as a result of a payment made under Section 11.2, Buyer and the Sellers’ Representative shall amend the Allocation Schedule consistent with the items to which such payment relates or, if such payment does not relate to any specific item, on a pro rata basis based upon the percentage allocations to each asset category as set forth in the Allocation Schedule. The Allocation Schedule, as the same may be amended in accordance with this Section 2.5(b) shall, for federal and state income Tax purposes, be binding on the Sellers, Buyer and the Company. Sellers, Buyer and the Company will file their respective Tax Returns in accordance with such Allocation Schedule and shall not take any position inconsistent with such Allocation Schedule, unless the Sellers’ Representative or Buyer, as the case may be, reasonably determines (and notifies the other parties to this Agreement) that such allocation is contrary to applicable Law.
Purchase Price Allocation. Purchaser, Stockholder and Holdco Seller agree that the Final Purchase Price and the assumed liabilities of the Company (plus other relevant items for Income Tax purposes) as finally determined pursuant to Section 1.04, shall be allocated among the assets of the Company for all purposes (the “Allocation Schedule”) in accordance with the methodology set forth on Section 7.05(d) of the Disclosure Schedules (the “Allocation Methodology”). Purchaser and Holdco Seller acknowledge and agree that the Allocation Methodology has been prepared in accordance with Code Section 1060 and the Treasury Regulations promulgated thereunder. No later than 60 days after the determination of the Final Purchase Price in accordance with Section 1.04, Purchaser shall deliver to Holdco Seller the draft Allocation Schedule, prepared in accordance with the Allocation Methodology. If Holdco Seller does not provide any comments to Purchaser in writing within 25 days following delivery by Purchaser of the draft Allocation Schedule, then the draft Allocation Schedule proposed by Purchaser shall be deemed to be final and binding. If, however, Holdco Seller submits comments to Purchaser within such 25 day period, Purchaser and Holdco Seller shall negotiate in good faith to resolve any differences within 20 days after Holdco Seller provided comments to Purchaser and if Holdco Seller and Purchaser are able to resolve such differences such Allocation Schedule as agreed upon shall become final. If the Parties are unable to resolve any dispute within such 20-day period, then each Party may independently determine its own allocation of the Final Purchase Price and the assumed liabilities of the Company (plus other relevant items for Income Tax purposes) and file its Tax Returns in accordance with each such allocation so long as each such allocation is prepared consistent with the Allocation Methodology. Each of Holdco Seller, the Company and Purchaser agree (i) to prepare and timely file all Tax Returns, including IRS Form 8594 (and all supplements thereto) in a manner consistent with the Allocation Schedule (as finally determined under this Section 7.05(d)), and (ii) in the course of any examination, audit or other proceeding with respect to any Tax Return or Tax, will take no position, and cause its Affiliates to take no position, inconsistent with the Allocation Schedule (as finally determined under this Section 7.05(d)) for Tax purposes, unless required by applicable Law. The parties hereto ...
Purchase Price Allocation. Within 60 days after the date hereof, Buyer shall provide to Seller a draft Purchase Price allocation intended to comply with the requirements of Section 1060 of the Code (and which shall include allocations for the Noncompetition Agreement and any other agreements described in line 6 of Internal Revenue Service Form 8594) (the "PURCHASE PRICE ALLOCATION") for Seller's consent, not to be unreasonably withheld. If Seller does not consent to the draft Purchase Price Allocation, Seller shall propose to Buyer any changes in the draft Purchase Price Allocation within 60 days of the receipt thereof. In the event that no such changes are proposed in writing to Buyer within such time, Seller shall be deemed to have agreed to the Purchase Price Allocation. If any such changes are proposed, Buyer and Seller shall negotiate in good faith and shall use their best efforts to agree upon the Purchase Price Allocation. In the event that Buyer and Seller are unable to reach an agreement within 180 days of the Closing Date, then the disputed items shall be resolved within the next 30 days by an independent accounting firm, or a nationally recognized valuation firm, in each case, that is mutually acceptable to both parties and whose fees shall be borne equally by Buyer and Seller. Such determination by the accounting or valuation firm shall be binding on the parties and shall be based solely upon written submissions by Buyer and Seller, and not upon any independent investigation by the accounting or valuation firm. If the parties have not reached an agreement with respect to the Purchase Price Allocation and the accounting or valuation firm has not reached a determination with respect to the disputed items by the latest date (taking into account all permissible extensions) on which one of the parties to this Agreement is required to file a Tax Return for which the Purchase Price Allocation is needed or relevant, such party shall be entitled to file such Tax Return and take any reasonable position with respect to the allocation of the purchase price; provided however, that upon final agreement regarding the Purchase ▇▇▇▇▇ Allocation, such party shall, if necessary to be consistent with the final agreed-upon Purchase Price Allocation, file an amended Tax Return (or make a hold-for-audit adjustment to the Tax Return) to reflect the final Purchase Price Allocation.
Purchase Price Allocation. Within one hundred eighty (180) days after the Closing Date, Buyer and Seller shall use their good faith efforts to agree upon the allocation (the “Allocation”) of the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under the IRC), as adjusted pursuant to Section 3.2, among the Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with Section 1060 of the IRC and the Treasury Regulations thereunder. If Buyer and Seller are unable to resolve any dispute regarding the Allocation within such one hundred eighty (180) day period, such dispute shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent with the Allocation, and (b) neither Buyer nor Seller will take any Tax position before any Governmental Body or in any Proceeding with respect to Tax that is in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1.
Purchase Price Allocation. (a) The Purchase Price allocated to the Equity Interests in each of the Purchased Entities and to the Purchased Assets (net of Assumed Liabilities) of each Asset Seller shall be in accordance with the Purchase Price Allocation Schedule attached hereto as Exhibit A-1, subject to adjustment pursuant to Section 3.4, and no party shall take a position inconsistent with such allocation on any Tax Return (unless otherwise required by a final, nonappealable determination of a court of competent jurisdiction or a binding closing agreement entered into with a Taxing Authority). The parties shall promptly inform one another in writing of any challenge by any Taxing Authority to any Purchase Price allocation made pursuant to this Agreement and agree to consult with and keep one another informed with respect to the status of, and any discussion, proposal or submission with respect to, any such challenge. Within thirty (30) days following (i) the determination of any excess or deficit in accordance with Section 3.4(f), (ii) an indemnification payment pursuant to Section 8.4 or (iii) an indemnification payment pursuant to Article X, in each case, the Sellers and Purchaser shall revise the purchase price allocation to reflect such excess, deficit or payment in accordance with the nature of each relevant excess, deficit or payment (or if the nature of each relevant excess, deficit or payment cannot be reasonably determined, consistent with the proportional allocation of value described in Exhibit A-1).
(b) The portion of the Purchase Price allocated to the Purchased Assets (net of Assumed Liabilities) of Honeywell as set forth on Exhibit A-1 plus those Assumed Liabilities of Honeywell that constitute Liabilities for federal income tax purposes (the “Gross US Purchase Price”) shall be allocated among the Purchased Assets of Honeywell in the manner required by Section 1060 of the Code as shown on an allocation schedule to be prepared by Purchaser as soon as practicable after the Closing Date. The template of the allocation schedule is attached hereto as Exhibit A-2. Purchaser shall provide Honeywell with such allocation schedule and Purchaser shall make such revisions or changes to such schedule as shall be reasonably requested by Honeywell and approved by Purchaser, each acting in good faith. In the event Purchaser and Honeywell are unable to agree on the allocation of the Gross US Purchase Price in such manner, then each (acting reasonably and in good faith) shall be free...
Purchase Price Allocation. Within thirty (30) days following the final determination of the Purchase Price pursuant to Article II, Purchaser shall deliver to Seller Parent a schedule (the “Purchase Price Allocation Schedule”) allocating the Purchase Price (and all relevant liabilities of the Transferred Entities and other items) among the assets of the Transferred Entities in accordance with Section 1060 of the Code and the Treasury regulations promulgated thereunder. If Seller Parent does not notify Purchaser in writing within twenty (20) days following Seller Parent’s receipt of the Purchase Price Allocation Schedule that Seller Parent objects to the Purchase Price Allocation Schedule, the Purchase Price Allocation Schedule shall be final and binding upon the parties. If within such twenty (20) day period Seller Parent so notifies Purchaser, Purchaser and Seller Parent shall negotiate in good faith to resolve the disputed matters, and if Purchaser and Seller Parent are able to resolve the disputed matters within twenty (20) days following Purchaser’s receipt of Seller Parent’s notice of objection, Purchaser and Seller Parent shall revise the Purchase Price Allocation Schedule to reflect such resolution, and the revised Purchase Price Allocation Schedule shall be final and binding upon the parties. If Purchaser and Seller Parent are unable to resolve all of the disputed matters within twenty (20) days following Purchaser’s receipt of the Seller Parent’s notice of objection, Purchaser and Seller Parent shall promptly refer the dispute to the Independent Accounting Firm. The Independent Accounting Firm’s determination with respect to such disputed matters shall be final and binding upon the Parties. The Parties agree, for all income Tax purposes, to be bound by any final and binding Purchase Price Allocation Schedule established in accordance with this Section 7.7 (the “Final Purchase Price Allocation Schedule”), to report the transactions consistently with the Final Purchase Price Allocation Schedule and to not take any position during the course of any audit or other proceeding inconsistent with the Final Purchase Price Allocation Schedule, except in each case as otherwise required by a change in Law or pursuant to the good-faith resolution of a Tax contest. Any fees and expenses of the Independent Accounting Firm to resolve a dispute in accordance with this Section 7.7 shall be borne 50% by Purchaser and 50% by Seller Parent.
Purchase Price Allocation. (a) The Unadjusted Purchase Price has been allocated among the Assets by Buyer as set forth in Exhibit A-3. Buyer represents that the Allocated Values constitute reasonable and good faith allocations of the Unadjusted Purchase Price among the Assets. Seller and Buyer agree that the Allocated Values shall be used to compute any adjustments to the Unadjusted Purchase Price pursuant to this Agreement.
(b) Buyer and Seller acknowledge that, under Section 1060 of the Code, Buyer and Seller must report information regarding the allocation of the Unadjusted Purchase Price (as adjusted by the Purchase Price Adjustments) to the United States Secretary of Treasury by attaching Department of Treasury, Internal Revenue Service, Form 8594 to their federal income tax returns for the tax period which includes the Closing Date. Prior to the Closing, Buyer and Seller will mutually agree regarding allocation of the Purchase Price (the “Allocation Schedule”) and shall prepare their respective Forms 8594 with respect to transactions contemplated by this Agreement in a manner consistent with the Allocation Schedule. The Allocation Schedule shall be prepared consistent with the Allocated Values set forth in Exhibit A-3 and shall be revised to take into account the Purchase Price Adjustments consistent with the provisions set forth in this Section 11.01. Neither Buyer nor Seller shall take any position inconsistent with such allocation, as updated by the Parties to reflect any adjustments pursuant to this Agreement and any assumed obligations or other items treated as consideration for U.S. federal income tax purposes, on any income Tax Return or otherwise, unless required to do so by applicable Law or a “determination,” within the meaning of Section 1313(a)(1) of the Code; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed deficiency or adjustment by any taxing authority based upon or arising out of such allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging such allocation.
Purchase Price Allocation. The parties agree that the portion of the Purchase Price allocated to the purchase of the Trident Shares that are shares of Trident ECP is $1.00 and that the remainder of the Purchase Price is allocated to the Trident Shares that are shares of Trident ECG, the MECG Units, the VECG Units and the ETCF Units. The Buyer shall, within 90 days following the Closing, submit to the Seller Representative an initial determination of the allocation among the assets of ECG of the portion of the Purchase Price as determined for U.S. federal income Tax purposes allocated to the purchase of the MECG Units, the VECG Units and the ETCF Units consistent with the principles set forth on Schedule 7.5 of the Disclosure Schedules. Within 30 days of receipt, the Seller Representative shall notify Buyer if it disagrees with such initial determination, and if it does not so notify the Buyer within such 30 day period the initial determination shall be final and binding on the parties. If the Seller Representative disagrees with such initial determination, the Seller Representative and the Buyer shall make a good faith effort to resolve the dispute. If the Seller Representative and the Buyer have been unable to resolve their differences within 30 days after the Buyer has been notified of the Seller Representative’s disagreement with the initial determination, then any remaining disputed issues shall be submitted to the Independent Accounting Firm, which shall resolve the disagreement in a final binding manner in accordance with the dispute resolution procedure set forth in Section 2.6(c) applied mutatis mutandis. The parties shall report and file their respective Tax Returns in accordance with the allocation as finally determined and shall not take any position on any Tax Return, in any audit, administrative, or judicial proceeding, or otherwise that is inconsistent with such treatment except as otherwise required by applicable Law.
Purchase Price Allocation. 9 3.4 Prorations.................................................... 9
Purchase Price Allocation. (a) The Unadjusted Purchase Price has been allocated among the Assets by Buyer as set forth in Exhibit B. Buyer represents that the Allocated Values constitute reasonable and good faith allocations of the Unadjusted Purchase Price among the Assets. Seller and Buyer agree that the Allocated Values shall be used to compute any adjustments to the Unadjusted Purchase Price pursuant to this Agreement, except with regard to Environmental Defects which shall be determined as provided in Section 5.02(c). Seller and Buyer acknowledge and agree that the Allocated Values allocated among various portions of the Assets: (i) are intended as a representation of relative values in relation to the overall Purchase Price for the limited purposes of adjusting the Purchase Price pursuant to the Purchase Price adjustment provisions of this Agreement; (ii) shall be final and binding between Seller and Buyer for such purposes only; and (iii) except as provided for expressly in this Agreement, are not intended as a measure of value for any other purpose.
(b) For purposes of all federal, state and local Tax returns, including Internal Revenue Service Form 8594 filed under section 1060 of the Code and the regulations promulgated thereunder by the United States Department of the Treasury, Seller and Buyer agree that (i) the Purchase Price, as adjusted, and any liabilities assumed by Buyer under this Agreement shall be allocated among the Assets consistent with the Allocated Values set forth on Exhibit B and (ii) neither Seller nor Buyer nor their respective Affiliates shall take positions inconsistent with such Allocated Values in any audit or other proceedings with respect to any Taxes.