Proposed Purchase Price Allocation definition

Proposed Purchase Price Allocation has the meaning set forth in Section 2.3(b).
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Proposed Purchase Price Allocation shall have the meaning set forth in Section 5.5(c) of this Agreement.
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Proposed Purchase Price Allocation has the meaning given to such term in Section 5.4(e).
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Examples of Proposed Purchase Price Allocation in a sentence

  • Seller shall notify Purchaser in writing whether it approves of the Proposed Purchase Price Allocation within three business days after Purchaser’s submission thereof.

  • If Seller fails to notify Purchaser in writing that it disapproves of the Proposed Purchase Price Allocation within three business days after the submission thereof, then Seller shall be deemed to have approved the Proposed Purchase Price Allocation.

  • In the event that Seller shall deliver an Allocation Dispute Notice to Buyer, Buyer and Seller shall cooperate in good faith to resolve such dispute as promptly as practicable and, upon such resolution, if any, any adjustments to the Proposed Purchase Price Allocation Schedule shall be made in accordance with the agreement of Buyer and Seller (the “Agreed 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.

  • Seller shall have ten (10) days following receipt of the Proposed Purchase Price Allocation Schedule to review the Proposed Purchase Price Allocation Schedule and to notify Buyer in writing if Seller disputes the allocation set forth in the Proposed Purchase Price Allocation Schedule (an “Allocation Dispute Notice”).

  • If Seller disapproves of such Proposed Purchase Price Allocation, then Seller shall notify Purchaser thereof in writing specifying in reasonable detail the reasons for such disapproval, in which case Purchaser and Seller shall negotiate the Proposed Purchase Price Allocation in consideration of Seller’s objections, and within three business days after such notice, Purchaser shall revise such Proposed Purchase Price Allocation in accordance with such negotiations.

  • The Proposed Purchase Price Allocation shall be reasonable and shall be prepared in accordance with the fair market value of the Shares, Warrants and Tranche 1 Notes.

  • Seller shall notify Purchaser in writing whether it approves of the Proposed Purchase Price Allocation within three business days after Purchaser's submission thereof.

  • Proposed Purchase Price Allocation Schedule savings to finance personnel of Buyer and CPBR and refuse other information which Seller reasonably requests, and Buyer and blue Company you cooperate reasonably with Seller in connection therewith.

  • Any dispute or disagreement between the Buyer and the Sellers’ Representative regarding such Revised Purchase Price Allocation shall be resolved in accordance with the procedures and timing requirements set forth above regarding the Proposed Purchase Price Allocation.


More Definitions of Proposed Purchase Price Allocation

Proposed Purchase Price Allocation has the meaning assigned to such term in Section 8.6.
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Proposed Purchase Price Allocation. Seller shall have thirty (30) days after receipt of the Proposed Purchase Price Allocation (the “Allocation Review Period”) to review the Proposed Purchase Price Allocation. During the Allocation Review Period, Seller shall have the right to review the supporting documentation regarding the Proposed Purchase Price Allocation. Prior to the expiration of the Allocation Review Period, Seller may dispute in good faith any items set forth in the Proposed Purchase Price Allocation by written notice to Buyer setting forth in reasonable detail any such dispute items (the “Allocation Dispute Notice”). If an Allocation Dispute Notice is timely delivered, during the fifteen (15) days following such delivery of the Allocation Dispute Notice, Buyer and Seller shall discuss the Proposed Purchase Price Allocation and the Allocation Dispute Notice in good faith in an effort to reach agreement with respect to any disputed items set forth in the Allocation Dispute Notice. In the event that Buyer and Seller are unable to resolve any disputed items within ten (10) days following the delivery of the Allocation Dispute Notice, Buyer and Seller shall refer such disputed items to the Designated Accountant, which dispute shall be resolved in accordance with the procedural methods set forth in Section 2.3(e). Seller and Buyer shall, and shall cause each of their respective Affiliates (including, in respect of Buyer, Nautilus) to, prepare and file all Tax Returns (including any statements required under Treasury Regulations Section 1.751-1(a)(3)) in a manner consistent with the Purchase Price Allocation, and neither Seller nor Buyer shall take any Tax position with any Governmental Authority or otherwise that is inconsistent with the Purchase Price Allocation unless required by a final “determination” (as defined in Section 1313 of the Code).
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Proposed Purchase Price Allocation shall have the meaning specified in Section 10.08(f).
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Proposed Purchase Price Allocation. 2.09 “Purchase Price” 2.02 “Purchaser” Preamble “Purchaser Licensees” 5.15(b) “Purchaser Related Parties” 5.12(a) “Purchaser Released Parties” 11.16(c) “Purchaser Releasing Parties” 11.16(a) “Purchaser 401(k) Plan” 6.01(g) “Real Property Leases” 3.13(a) “Reimbursable Expenses” 10.03(a)
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