6Allocation of Purchase Price Sample Clauses

6Allocation of Purchase Price. After the execution of this Agreement but before the Closing Date, ReShape shall deliver to the Buyer a draft allocation of the purchase price as determined for U.S. federal income Tax purposes (including the Assumed Liabilities and any other relevant items) among the Purchased Assets (the “Purchase Price Allocation”), determined after consultation with an independent accounting firm of national reputation in the U.S. that is mutually acceptable to Buyer and ReShape. Except as otherwise required pursuant to a “determination” under Section 1313 of the Code (or any comparable provision of state or local Law), neither Buyer nor ReShape shall take, nor permit their Affiliates to take, any Tax position which is inconsistent with the Purchase Price Allocation, and each party will file its Tax Returns (including IRS Form 8594) consistently with the Purchase Price Allocation. Each party shall notify the other parties if it receives notice that any Governmental Body proposes any allocation different than the Purchase Price Allocation.
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6Allocation of Purchase Price. The consideration paid for the Purchased Assets shall be allocated among the Purchased Assets in accordance with Section 1060 of the Internal Revenue Code and the provisions contained in the Treasury Regulations relating thereto, including Treas. Reg. Section 1.338-6. The parties agree to be bound by such allocation and to report the transactions contemplated hereby for federal and state income tax purposes in accordance with such allocation. The parties further agree that in making such allocation, the consideration paid by BUYER CO shall be allocated as follows: first, to the Purchased Assets other than goodwill; and second, the balance of such consideration remaining after such initial allocation shall be allocated to goodwill. The Parties’ agreed allocation is attached hereto as Schedule 2.6.
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6Allocation of Purchase Price. Within 30 days following the final determination of the Purchase Price pursuant to Section 1.5, Buyer shall deliver to Seller a schedule (the “Allocation Schedule”) allocating the Purchase Price (including any Liabilities of the Company and other items properly taken into account as part of the Purchase Price for U.S. federal income tax purposes) among the assets of the Company. The Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations thereunder. If Seller does not notify Buyer in writing within 20 days following Seller’s receipt of the Allocation Schedule that Seller objects to the Allocation Schedule, the Allocation Schedule shall be final and binding upon the parties to this Agreement. If within such 20 day period Seller so notifies Buyer (“Seller’s Objection Notice”), Seller and Xxxxx shall negotiate in good faith to resolve the disputed matters. Any matters not so resolved within 20 days following delivery of Seller’s Objection Notice shall be referred to the Neutral Accounting Firm for resolution (which resolution shall be consistent with Section 1060 of the Code and the Treasury Regulations thereunder). The fees and expenses of the Neutral Accounting Firm shall be allocated between Buyer and Seller (as determined by the Neutral Accounting Firm) so that Seller’s share of such fees and expenses shall be equal to the product of (i) the aggregate amount of such fees and expenses, and (ii) a fraction, the numerator of which is the amount in dispute that is ultimately unsuccessfully disputed by Seller in Seller’s Objection Notice (as determined by the Neutral Accounting Firm) and the denominator of which is the total amount in dispute submitted to arbitration. The balance of such fees and expenses shall be paid by Buyer. The Allocation Schedule (as revised to reflect the resolution of any disputed matters by mutual agreement of Buyer and Seller or by the Neutral Accounting Firm, as applicable) shall be final and binding upon Buyer, Seller and their respective Affiliates, and Buyer, Seller and their respective Affiliates shall (a) file all Tax Returns consistent with such Allocation Schedule and (b) take no position inconsistent with such Allocation Schedule in any Tax audit, assessment or proceeding; provided, that (i) Buyer, Seller and their respective Affiliates may settle any proposed deficiency or adjustment by any Governmental Entity based upon or arising out of the All...
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Related to 6Allocation of Purchase Price

  • Allocation of Purchase Price Within 90 days after the date described in Section 1.9(d), the Buyer will prepare and deliver to WSG a draft schedule allocating the Purchase Price (as may be increased or decreased pursuant to the terms of this Agreement) and the Assumed Liabilities (plus any other relevant items treated as an amount received by the Sellers hereunder for income Tax purposes) among the Purchased Assets and the restrictive covenants in Section 5.3 for all purposes (including Tax and financial accounting) (the “Allocation Schedule”). WSG shall, within 15 days of receipt of the Buyer’s draft Allocation Schedule, notify the Buyer in writing if WSG disagrees with such draft Allocation Schedule, and if WSG does not so notify the Buyer in writing within such 15-day period, the Allocation Schedule shall be final and binding on the Parties. If WSG timely notifies the Buyer in writing (pursuant to the immediately preceding sentence) that WSG objects to one or more items reflected in the draft Allocation Schedule, then the Buyer and WSG shall negotiate in good faith to resolve such objection. If the Buyer and WSG resolve all of the disputed items within 15 days of WSG notifying the Buyer of the dispute in writing pursuant to this Section 1.10, then the Allocation Schedule shall be revised to reflect such resolution, and as so revised shall become final. In the event that the Buyer and WSG are unable to resolve such dispute within 15 days of WSG notifying the Buyer of the dispute in writing pursuant to this Section 1.10, each of the Buyer and WSG shall allocate the Purchase Price (as may be increased or decreased pursuant to the terms of this Agreement) and the Assumed Liabilities (plus any other relevant items treated as an amount received by the Sellers hereunder for income Tax purposes) among the Purchased Assets and the restrictive covenants in Section 5.3 for all purposes (including Tax and financial accounting) in its books, records, filings and Tax Returns (including Form 8594, if applicable) in accordance with its own determinations made in its sole discretion and no Party shall have any obligation or right of claim to the other Party with respect to such allocation and reporting. Any Allocation Schedule agreed between the Buyer and WSG pursuant to this Section 1.10 shall be binding upon the Buyer and WSG and their respective Affiliates and in such instance the Parties shall prepare all books and records and file all Tax Returns (including Form 8594, if required) in a manner consistent with the Allocation Schedule as so agreed between the Buyer and WSG. Any adjustments to the Purchase Price pursuant to this Agreement (including, for avoidance of doubt, pursuant to Section 1.13) after delivery of the initial Allocation Schedule shall be reflected in amendments to the Allocation Schedule made in a manner consistent with Treasury Regulation Section 1.1060-1 and the procedures set forth in this Section 1.10.

  • Calculation of Purchase Price The bank’s ownership interest in a security will be quantified one of two ways: (i) number of shares or other units, as applicable (in the case of equity securities) or (ii) par value or notational amount, as applicable (in the case of non-equity securities). As a result, the purchase price (except where determined pursuant to clause (ii) of the preceding paragraph) shall be calculated one of two ways, depending on whether or not the security is an equity security: (i) the purchase price for an equity security shall be calculated by multiplying the number of shares or other units by the applicable market price per unit; and (ii) the purchase price for a non-equity security shall be an amount equal to the applicable market price (expressed as a decimal), multiplied by the par value for such security (based on the payment factor most recently widely available). The purchase price also shall include accrued interest as calculated below (see Calculation of Accrued Interest), except to the extent the parties may otherwise expressly agree, pursuant to clause (ii) of the preceding paragraph. If the factor used to determine the par value of any security for purposes of calculating the purchase price, is not for the period in which the Bank Closing Date occurs, then the purchase price for that security shall be subject to adjustment post-closing based on a “cancel and correct” procedure. Under this procedure, after such current factor becomes publicly available, the Receiver will recalculate the purchase price utilizing the current factor and related interest rate, and will notify the Assuming Institution of any difference and of the applicable amount due from one party to the other. Such amount will then be paid as part of the settlement process pursuant to Article VIII.

  • Determination of Purchase Price The Securities Administrator will be responsible for determining the Purchase Price for any Mortgage Loan that is sold by the Trust or with respect to which provision is made for the escrow of funds pursuant to this Section 2.03 and shall at the time of any purchase or escrow certify such amounts to the Depositor; provided that the Securities Administrator may consult with the Servicer to determine the Purchase Price unless the Servicer is the Purchaser of such Mortgage Loan. If, for whatever reason, the Securities Administrator shall determine that there is a miscalculation of the amount to be paid to the Trust, the Securities Administrator shall from monies in a Distribution Account return any overpayment that the Trust received as a result of such miscalculation to the applicable Purchaser upon the discovery of such overpayment, and the Securities Administrator shall collect from the applicable Purchaser for deposit to the Securities Account any underpayment that resulted from such miscalculation upon the discovery of such underpayment. Recovery may be made either directly or by set-off of all or any part of such underpayment against amounts owed by the Trust to such Purchaser.

  • Payment of Purchase Price The Purchase Price shall be paid as follows:

  • Balance of Purchase Price The balance of the Purchase Price shall be paid in cash or by certified funds at the Closing (as defined below).

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