Purchase Price Allocation Statement definition
Examples of Purchase Price Allocation Statement in a sentence
On the Determination Date, Buyer shall deliver a final Purchase Price Allocation Statement, prepared in a manner consistent with the methodology agreed to by the parties, reflecting the allocation of the Final Purchase Price between the Sold Shares.
Upon resolution of the disputed items, the allocation reflected on the Purchase Price Allocation Statement shall be adjusted to reflect such resolution.
The Sellers shall have received from ▇▇▇▇▇▇▇ (on behalf of the Purchasers) its respective portion of the Purchase Price as provided in Section 3.1(a) in accordance with the Purchase Price Allocation Statement.
Any adjustment to the Purchase Price for the Assets shall be allocated as provided in Treasury Regulation Section 1.1060-1 and applicable non-U.S. law, and, in the event of such adjustment, the U.S. Purchaser and MCI agree to revise and amend the Purchase Price Allocation Statement, the Asset Allocation Statement and the applicable Tax Returns and other forms as required by applicable Law.
If Seller and Buyer are unable to agree to such allocation within thirty (30) days of the delivery of the Purchase Price Allocation Statement to Seller, Seller and Buyer agree to promptly submit the matter to the CPA Firm for resolution.
The Purchase Price shall be paid to the Sellers as set forth on the Purchase Price Allocation Statement unless the Purchase Price Allocation Statement has not been agreed to prior to Closing in which case the Purchase Price shall be paid to MCI for itself and as agent for the Sellers.
If the Purchase Price Allocation Statement is not mutually agreed upon prior to the Closing the matter shall be submitted to the Accounting Firm to resolve the disputed items.
In the event that the Purchase Price Allocation Statement is disputed by any Authority, the Party receiving notice of such dispute will promptly notify the other Party hereto concerning the existence and resolution of such dispute.
Purchaser shall deliver the Purchase Price Allocation Statement to Seller within 45 days after the Closing Date.
The Parties will endeavor in good faith to resolve any differences with respect to the Purchase Price Allocation Statement.