Allocation of Aggregate Deemed Sales Price Sample Clauses

Allocation of Aggregate Deemed Sales Price. No later than 60 calendar days after the finalization of the valuation of the Independent Valuation Expert, the Purchaser shall deliver to the Parent pro forma Forms 8883 and the supporting documentation. The pro forma Forms 8883 shall set forth an allocation of the aggregate deemed sales price, as defined in Treasury Regulations Section 1.338-4 (but without regard to either party’s transaction costs). The Parent shall have the right to review such forms solely for the purpose of determining whether the allocation has been made in accordance with the final valuation of the Independent Valuation Expert delivered pursuant to Section 4.11(e). If, within 15 calendar days after the receipt of the pro forma forms, the Parent notifies the Purchaser that the Parent objects to the pro forma forms on the basis that they do not reflect the valuation of the Independent Valuation Expert, then the Parent and the Purchaser shall attempt in good faith to resolve their disagreement within the 15 calendar days following the Parent’s notification of Purchaser of such disagreement and the pro forma forms shall be amended before filing to reflect any such resolution. Within 15 calendar days after the later of (i) the date on which the Purchaser and the Parent shall have resolved any objections or (ii) the failure of the Parent to notify the Purchaser of an objection within 15 calendar days each party shall deliver to the other party a copy of its final Forms 8883.
Sample 1Sample 2
AutoNDA by SimpleDocs
Allocation of Aggregate Deemed Sales Price. From the date of execution ------------------------------------------ of this Agreement, the Purchaser and the Seller shall promptly endeavor in good faith to allocate the aggregate deemed sales price, as such term is defined in Treasury Regulation Section 1.338-4, to the assets of each DMS Shares Company or DMS Subsidiary designated in Section 4.6(j)-1 of the Disclosure Schedule in accordance with the rules prescribed in Treasury Regulation Section 1.338-6. No later than 60 days from the execution of this Agreement, the Purchaser shall deliver to the Seller draft statements (the "Allocation Statements") proposing to allocate the aggregate deemed sales price to the assets of each DMS Shares Company or DMS Subsidiary designated in Section 4.6(j)-1 of the Disclosure Schedule, based upon the assets of each DMS Shares Company or DMS Subsidiary as set forth on the books and records thereof on September 30, 2000 consistent with the calculation of the Unadjusted Purchase Price. Within 30 days after the Purchaser shall deliver the draft Allocation Statements to the Seller, the Seller shall notify the Purchaser of the existence of any objection (specifying in reasonable detail the nature and basis of such objection) that the Seller may have to the draft Allocation Statements. The Purchaser and the Seller shall promptly endeavor in good faith to resolve any such objection. If the Purchaser and the Seller fail to resolve such objection within 30 days, the objection shall be referred to the Accountants for prompt resolution. If the Seller does not notify the Purchaser of any objection to the draft Allocation Statements within 30 days, or upon resolution of any disputed items, the method of allocation reflected on the draft Allocation Statements (as revised, if applicable, by the mutual agreement of the Purchaser and the Seller or by the Accountants) shall be the final method used for the Allocation Statements. Promptly after the Closing Date, (i) the Purchaser shall adjust the Allocation Statements to reflect the amounts reported on the Closing Date Balance Sheets and (ii) the Purchaser shall deliver to the Seller the draft final Allocation Statements. Within 30 days after the Purchaser delivers the draft final Allocation Statements to the Seller, the Seller shall notify the Purchaser of the existence of any objection (specifying in reasonable detail the nature and basis of such objection) that the Seller may have to the draft final Allocation Statements. The Purchase...
Sample 1

Related to Allocation of Aggregate Deemed Sales Price

  • Aggregate Consideration 9 Agreement......................................................................7

  • Termination and Reduction of Aggregate Maximum Credit Amounts (a) Scheduled Termination of Commitments. Unless previously terminated, the Commitments shall terminate on the Maturity Date. If at any time the Aggregate Maximum Credit Amounts are terminated or reduced to zero, then the Commitments shall terminate on the effective date of such termination or reduction.

  • Allocation of the Purchase Price (a) Within ninety (90) days after the final determination of the Final Purchase Price pursuant to Section 2.5, the Sellers will provide the Buyer with a statement (or statements) (the “Asset Acquisition Statement”) with the Sellers’ proposed allocation of the Final Purchase Price (plus any other amounts, including Assumed Liabilities, to the extent properly taken into account as consideration for applicable Tax purposes) among the Transferred Assets and, if applicable, the Ancillary Agreements and any other rights transferred hereunder or thereunder in accordance with Section 1060 of the Code (and any other applicable state, local or non-U.S. Law). The Buyer may, within thirty (30) days after receiving such Asset Acquisition Statement, propose to the Sellers in writing any changes to such Asset Acquisition Statement that are consistent with applicable Law (the “Allocation Notice of Objection”), and if the Buyer does not deliver such a Notice of Objection within such period, the Buyer shall be deemed to have accepted such proposed Asset Acquisition Statement and it shall become final and binding on the Parties. If the Buyer delivers a Notice of Objection, then the Buyer and the Sellers will endeavor in good faith to resolve any differences with respect to the Asset Acquisition Statement within thirty (30) days after the Sellers’ receipt of the Notice of Objection. If the Buyer and the Sellers are unable to resolve such differences, the matters in dispute shall be resolved by the Accounting Firm, which determination by such Accounting Firm shall be consistent with this Agreement. The fees, costs and expenses of the Accounting Firm shall be borne by the Buyer and the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered.

  • DISTRIBUTION OF EXCESS AGGREGATE CONTRIBUTIONS The Advisory Committee will determine excess aggregate contributions after determining excess deferrals under Section 14.07 and excess contributions under Section 14.08. If the Advisory Committee determines the Plan fails to satisfy the ACP test for a Plan Year, it must distribute the excess aggregate contributions, as adjusted for allocable income, during the next Plan Year. However, the Employer will incur an excise tax equal to 10% of the amount of excess aggregate contributions for a Plan Year not distributed to the appropriate Highly Compensated Employees during the first 2 1/2 months of that next Plan Year. The excess aggregate contributions are the amount of aggregate contributions allocated on behalf of the Highly Compensated Employees which causes the Plan to fail to satisfy the ACP test. The Advisory Committee will distribute to each Highly Compensated Employee his respective share of the excess aggregate contributions. The Advisory Committee will determine the respective shares of excess aggregate contributions by starting with the Highly Compensated Employee(s) who has the greatest contribution percentage, reducing his contribution percentage (but not below the next highest contribution percentage), then, if necessary, reducing the contribution percentage of the Highly Compensated Employee(s) at the next highest contribution percentage level (including the contribution percentage of the Highly Compensated Employee(s) whose contribution percentage the Advisory Committee already has reduced), and continuing in this manner until the ACP for the Highly Compensated Group satisfies the ACP test. If the Highly Compensated Employee is part of an aggregated family group, the Advisory Committee, in accordance with the applicable Treasury regulations, will determine each aggregated family member's allocable share of the excess aggregate contributions assigned to the family unit.

  • Allocation of Consideration (i) Subject to Subsection 2.2(d)(ii), the aggregate consideration payable to the Participating Investors and the selling Key Holder shall be allocated based on the number of shares of Capital Stock sold to the Prospective Transferee by each Participating Investor and the selling Key Holder as provided in Subsection 2.2(b), provided that if a Participating Investor wishes to sell Preferred Stock, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion ratio of the Preferred Stock into Common Stock.

  • Determination of Net Asset Value, Net Income and Distributions Subject to applicable federal law including the 1940 Act and Section 3.6 hereof, the Trustees, in their sole discretion, may prescribe (and delegate to any officer of the Trust or any other Person or Persons the right and obligation to prescribe) such bases and time (including any methodology or plan) for determining the per Share or net asset value of the Shares of the Trust or any Series or Class or net income attributable to the Shares of the Trust or any Series or Class, or the declaration and payment of dividends and distributions on the Shares of the Trust or any Series or Class and the method of determining the Shareholders to whom dividends and distributions are payable, as they may deem necessary or desirable. Without limiting the generality of the foregoing, but subject to applicable federal law including the 1940 Act, any dividend or distribution may be paid in cash and/or securities or other property, and the composition of any such distribution shall be determined by the Trustees (or by any officer of the Trust or any other Person or Persons to whom such authority has been delegated by the Trustees) and may be different among Shareholders including differences among Shareholders of the same Series or Class.

  • Aggregate Purchase Price The aggregate purchase price for the Notes (the “Aggregate Purchase Price”) shall equal the result of (x) divided by (y), where (x) equals the Aggregate Principal Amount and (y) equals 1.25. Each date upon which a Closing occurs is a “Closing Date”.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!