Draft Purchase Price Allocation definition

Examples of Draft Purchase Price Allocation in a sentence

• If Sellers and Buyers cannot agree upon a revised allocation within thirty (30) days following Sellers’ written notice of any objections to the Draft Purchase Price Allocation, then Buyers shall engage the accounting firm of Ernst & Young LLP, Houston, Texas (and if for any reason it is unwilling or unable to serve, then another independent accounting firm mutually agreed upon by Sellers and Buyers) to resolve such dispute.

• Sellers shall have fifteen (15) days after receipt of the Draft Purchase Price Allocation to provide Buyers with written notice of any objections to such allocation.

• If Sellers do not provide written notice of any objections within such 15-day period, the Draft Purchase Price Allocation shall become final (the “Final Purchase Price Allocation”).

• If Sellers provide written notice of any objections to the Draft Purchase Price Allocation within such 15-day period, Sellers and Buyers shall negotiate in good faith to agree upon a revised allocation, and any such agreed upon allocation shall become the Final Purchase Price Allocation.

• The Draft Purchase Price Allocation, as amended to reflect any agreement among the Buyer and Seller Representative and the resolution of any disputed items by the Independent Accountant, shall be referred to herein as the “Purchase Price Allocation.” The Buyer and Seller Representative shall report the allocation of the Purchase Price among the assets of the Company in a manner consistent with the Purchase Price Allocation and no party shall take any position that is inconsistent therewith.

• If the Draft Purchase Price Allocation is finally agreed to by Sellers’ Representative and Buyer within such 30-day period, it shall constitute the “Agreed Final Purchase Price Allocation”.

• Any objection to the Draft Purchase Price Allocation shall be made in writing to Buyer and shall set forth the basis for such objection in reasonable detail.

• If Seller provides ▇▇▇▇▇ a written objection to the Draft Purchase Price Allocation within such 30-day period (together with a statement explaining Seller’s particular objections to the Draft Purchase Price Allocation along with Seller’s reasons for any objections), then Buyer and Seller shall cooperate in good faith for a period of 30 days to resolve their differences.

• If Seller does not provide written notice to Buyer that Seller objects to the Draft Purchase Price Allocation within the 30-day period, then the Draft Purchase Price Allocation shall become the Final Purchase Price Allocation.

• The Draft Purchase Price Allocation as finally agreed to by Seller and Buyer within such 30-day period is referred to herein as the “Final Purchase Price Allocation”.