Purchase Price Allocation Schedule Sample Clauses
The Purchase Price Allocation Schedule clause defines how the total purchase price in a transaction will be distributed among the various assets or components being acquired. Typically, this schedule lists each asset or category and assigns a specific value to it, which can be important for tax reporting and compliance purposes. By clearly outlining the allocation, the clause helps both parties avoid future disputes and ensures that each party can accurately report the transaction to tax authorities, thereby providing clarity and reducing the risk of misunderstandings.
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Purchase Price Allocation Schedule. (a) Buyer and Seller agree to allocate the aggregate purchase price (and all other capitalized costs) to be paid for the Membership Interests among the assets of the Acquired Entities in a manner consistent with the principles of Section 1060 of the Code. Within 30 Business Days of the Closing Date, Buyer shall deliver to Seller a schedule allocating the Purchase Price among the assets of the Acquired Entities (the “Purchase Price Allocation Schedule”). If within 30 days of receiving the Purchase Price Allocation Schedule, Seller has not objected, the Purchase Price Allocation Schedule shall be final and binding. If within 30 Business Days of receiving the Purchase Price Allocation Schedule Seller objects to the Purchase Price Allocation Schedule, Seller and Buyer shall cooperate in good faith to resolve their differences, provided, that if after 30 Business Days, Seller and Buyer are unable to agree, the Parties shall retain the Independent Accountant to resolve their dispute. The determination of the Independent Accountant shall be final and binding on the Parties. The cost of the Independent Accountant shall be shared equally by Seller and Buyer. Buyer and Seller shall make appropriate adjustments to the Purchase Price Allocation Schedule, as finally determined, to reflect changes in the Purchase Price.
(b) The Purchase Price Allocation Schedule, as finally determined, shall be binding on the parties hereto, and subject to appropriate changes to the Purchase Price Allocation Schedule, the parties shall file all Tax Returns (including Internal Revenue Service Form 8594) consistently with the Purchase Price Allocation Schedule, as finally determined, and not take any position during the course of any audit or other Proceeding that is inconsistent with the Purchase Price Allocation Schedule, as finally determined, unless otherwise required by a determination of a Governmental Authority that is final.
Purchase Price Allocation Schedule. The schedule attached hereto as Exhibit “K” pursuant to which the Purchase Price is allocated among each Property for the purposes of calculating title insurance premiums and other closing costs.
Purchase Price Allocation Schedule. 6.03(c) Purchaser ..................................
Purchase Price Allocation Schedule. “Purchase Price Allocation Schedule” has the meaning set forth in Section 1.9.
Purchase Price Allocation Schedule. Section 1.1(b)..........................................2
Purchase Price Allocation Schedule. Notwithstanding Section 5.17(b) of the Agreement, a new Schedule 2.2(b) is hereby added to the disclosure schedules to the Agreement as set forth on Exhibit B hereto.
Purchase Price Allocation Schedule. As promptly as practicable, but in no event later than ninety (90) days following the Effective Date, Buyer shall prepare and deliver to Seller a written statement setting forth a proposed allocation of the Purchase Price (plus any assumed liabilities and any other additional amounts required to be taken into account under the Code) among the assets of the Company (the “Proposed Purchase Price Allocation Schedule”). Buyer shall be responsible for all costs and expenses associated with the preparation of the Proposed Purchase Price Allocation Schedule, including without limitation all expenses related to the use of third parties to assist in the preparation of the Proposed Purchase Price Allocation Schedule.
Purchase Price Allocation Schedule. (a) The aggregate purchase price (the "PURCHASE PRICE") for the Acquired Assets is $1,700,000 and the other covenants, agreements and conditions contained herein, payable to Seller as follows: $1,400,000 in immediately available funds at Closing and 94,937 shares (the "Escrow Shares") of Class A Common Stock of Buyer, par value $.001 per share (the "Common Stock"), to be held in escrow pursuant to an Escrow Agreement in the form of EXHIBIT A-6 until the first anniversary of the Closing Date subject to the terms of Section 2.6.
(b) For all purposes (including, without limitation, financial, accounting and Tax purposes), the Parties agree to allocate the Purchase Price (including the Assumed Liabilities) among the Acquired Assets identified on the PRICE ALLOCATION SCHEDULE in accordance with the PRICE ALLOCATION SCHEDULE. Buyer and Seller shall each promptly file Form 8594, prepared in accordance with this Section 2.5(d), with its federal income Tax Return for its tax period including the Closing Date. The Parties shall work together to agree upon the PRICE ALLOCATION SCHEDULE prior to the Closing and Seller and the Shareholders shall not unreasonably withhold their consent to any PRICE ALLOCATION SCHEDULE proposed by Buyer. All allocations made pursuant to this Section 2.5(d) shall be binding upon the Parties and upon each of their successors and assigns, and the Parties shall report the transaction herein in accordance with such allocations.
Purchase Price Allocation Schedule. The parties shall have agreed on the allocation of the Purchase Price as described in Section 1.10.
Purchase Price Allocation Schedule. Within sixty (60) days after the Closing Date, Buyer will provide to Seller copies of IRS Form 8594 and any required exhibits thereto (the “Purchase Price Allocation Schedule”) with Buyer’s proposed allocation of the Purchase Price (together with any Assumed Liabilities). The Purchase Price Allocation Schedule will be accepted by Seller so long as approximately ninety-five percent (95%) of the Premium paid at Closing is allocated to assets the sale of which would give rise to long-term capital gains for the Seller (the “Previously Agreed Upon Allocation”). If, at any time prior to the Closing but after the Purchase Price Allocation Schedule is proposed by Buyer and accepted (or deemed accepted) by Seller, there is an adjustment to the Purchase Price, or any component thereof, which adjustment results in a reduction of the Premium paid at Closing to an amount below Forty-Five Million Dollars ($45,000,000), then, in Buyer’s discretion, either (i) Buyer will amend the Purchase Price Allocation Schedule, such that approximately ninety-five percent (95%)of the adjusted Premium paid at Closing is allocated to assets the sale of which would give rise to long-term capital gains for the Seller, which Purchase Price Allocation Schedule will be accepted by Seller, or (ii) the parties will make such other adjustment as are proposed by Buyer subject to the procedures below. If the Purchase Price Allocation Schedule is inconsistent with the Previously Agreed Upon Allocation, then the Seller may object to the Purchase Price Allocation Schedule (or amended Purchase Price Allocation Schedule) within fifteen (15) days after the receipt of such Purchase Price Allocation Schedule, by proposing to Buyer in writing changes to such Purchase Price Allocation Schedule (and in the event no such changes are proposed in writing to Buyer within such time period, Seller will be deemed to have agreed to, and accepted, the Purchase Price Allocation Schedule even if such Purchase Price Allocation Schedule is inconsistent with the Previously Agreed Upon Allocation). If Seller objects to the Purchase Price Allocation Schedule as contemplated in the immediately preceding sentence, then Buyer and Seller will endeavor in good faith to resolve any differences with respect to the Purchase Price Allocation Schedule within fifteen (15) days after Buyer’s receipt of written notice of objection from Seller, and failing the same, the matter shall be arbitrated in the manner set forth in Exhibit C. Ex...