Common use of Allocation of Purchase Price Clause in Contracts

Allocation of Purchase Price. Seller and Buyer agree to allocate the Purchase Price among the Purchased Assets for all purposes (including tax and financial accounting) as agreed by their respective accountants, negotiating in good faith on their behalf. Buyer and Seller shall file all tax returns (including amended returns and claims for refund) and information reports in a manner consistent with such allocation.

Appears in 7 contracts

Samples: Asset Purchase Agreement (Ventyx Biosciences, Inc.), Purchase Agreement (Interlink Plus, Inc.), Asset Purchase Agreement (Accelerize Inc.)

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Allocation of Purchase Price. Seller and Buyer agree to allocate the Purchase Price among the Purchased Assets for all purposes (including tax and financial accounting) as agreed by their respective accountants, negotiating in good faith on their behalfaccordance with Section 1.05 of the Disclosure Schedules. Buyer and Seller shall file all tax returns (including amended returns and claims for refund) and information reports in a manner consistent with such allocation.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Standard Diversified Inc.), Asset Purchase Agreement (Standard Diversified Inc.), Asset Purchase Agreement (Famous Daves of America Inc)

Allocation of Purchase Price. Seller and Buyer agree to allocate the Purchase Price among the Purchased Assets for all purposes (including tax and financial accounting) as agreed by their respective accountants, negotiating in good faith on their behalfaccordance with Section 1.04 of the Disclosure Schedules. Buyer and Seller shall file all tax returns (including amended returns and claims for refund) and information reports in a manner consistent with such allocation.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Dragonfly Energy Holdings Corp.), Asset Purchase Agreement (NewBridge Global Ventures, Inc.), Asset Purchase Agreement (Geospatial Corp)

Allocation of Purchase Price. Seller and Buyer agree to allocate the Purchase Price among the Purchased Acquired Assets for all purposes (including financial accounting and tax and financial accountingpurposes) in accordance with the allocation schedule attached hereto as agreed by their respective accountants, negotiating in good faith on their behalf. Buyer and Seller shall file all tax returns (including amended returns and claims for refund) and information reports in a manner consistent with such allocationSchedule 2.2.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Fonda Group Inc), Asset Purchase Agreement (Sf Holdings Group Inc), Asset Purchase Agreement (Fonda Group Inc)

Allocation of Purchase Price. Seller and Buyer agree to allocate the Purchase Price among the Purchased Assets for all purposes (including tax and financial accounting) as agreed by their respective accountants, negotiating in good faith on their behalf. Buyer and Seller shall agree file all tax returns (including amended returns and claims for refund) and information reports in a manner consistent with such allocation.

Appears in 3 contracts

Samples: Asset Purchase Agreement (LandStar, Inc.), Asset Purchase Agreement (Starflick.com), Asset Purchase Agreement

Allocation of Purchase Price. Seller The Sellers and the Buyer agree to allocate the Purchase Price among the Purchased Assets Property for all purposes (including tax and financial accounting) as agreed by their respective accountants, negotiating in good faith on their behalfaccordance with Schedule 2.b. hereof. The Sellers and the Buyer and Seller shall file all tax returns (including amended returns and claims for refund) and information reports in a manner consistent with such allocation.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (As Seen on TV, Inc.)

Allocation of Purchase Price. Seller The Company and Buyer agree to allocate the Purchase Price among the Purchased Assets for all purposes (including tax and financial accounting) as agreed by their respective accountants, negotiating in good faith on their behalfaccordance with Schedule 1.05. Buyer and Seller the Company shall file all tax returns (including amended returns and claims for refund) and information reports in a manner consistent with such allocation.

Appears in 2 contracts

Samples: Asset Purchase Agreement (AgeX Therapeutics, Inc.), Asset Purchase Agreement (AgeX Therapeutics, Inc.)

Allocation of Purchase Price. Seller and Buyer agree to allocate the Purchase Price among the Purchased Assets for all purposes (including tax and financial accounting) as in accordance with the allocation statement agreed by their respective accountants, negotiating in good faith on their behalf. the parties and attached as Exhibit A. Buyer and Seller shall file all tax returns (including amended returns and claims for refund) and information reports (including Form 8594) in a manner consistent with such allocation.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Sensus Healthcare, Inc.), Asset Purchase Agreement (Sensus Healthcare, Inc.)

Allocation of Purchase Price. At the Closing Seller and Buyer shall agree to allocate upon the allocation of the Purchase Price among the Purchased Assets for all purposes (including tax and financial accounting) as agreed by their respective accountants, negotiating in good faith on their behalf). Buyer and Seller shall file all tax returns (including amended returns and claims for refund) and information reports in a manner consistent with such allocation.

Appears in 2 contracts

Samples: Asset Purchase Agreement (OVERSTOCK.COM, Inc), Asset Purchase Agreement (OVERSTOCK.COM, Inc)

Allocation of Purchase Price. Seller and Buyer agree to shall allocate the Purchase Price among the Purchased Assets for all purposes (including tax Tax and financial accounting) as agreed by their respective accountants, negotiating in good faith on their behalfaccordance with Schedule 2.8. Buyer and Seller shall file all tax returns (including amended returns and claims for refund) and information reports Tax Returns in a manner consistent with such allocation.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Rubicon Technology, Inc.)

Allocation of Purchase Price. Seller and Buyer agree to allocate the Purchase Price among the Purchased Assets for all purposes (including tax and financial accounting) as agreed in accordance with the purchase price allocation report prepared by their respective accountants, negotiating in good faith on their behalfan expert hired by Buyer. Buyer and Seller shall file all tax returns (including amended returns and claims for refund) and information reports in a manner consistent with such allocationallocation determined by the expert hired by Buyer.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Northern Power Systems Corp.), Asset Purchase Agreement (Northern Power Systems Corp.)

Allocation of Purchase Price. Seller Seller, Buyer and Buyer Parent agree to allocate the Purchase Price among the Purchased Assets for all purposes (including tax and financial accounting) as agreed by their respective accountantsin accordance with 1.05 of the Disclosure Schedules. Buyer, negotiating in good faith on their behalf. Buyer Seller, and Seller Parent shall file all tax returns (including amended returns and claims for refund) and information reports in a manner consistent with such allocation.

Appears in 1 contract

Samples: Asset Purchase Agreement (Bel Fuse Inc /Nj)

Allocation of Purchase Price. Seller and Buyer agree to allocate the Purchase Price among the Purchased Assets for all purposes (including tax and financial accounting) as agreed by their respective accountants, negotiating in good faith on their behalf). Buyer and Seller shall file all tax returns (including amended returns and claims for refund) and information reports in a manner consistent with such allocation.. Section 1.06

Appears in 1 contract

Samples: Asset Purchase Agreement (Wag! Group Co.)

Allocation of Purchase Price. Seller Vendor and Buyer Purchaser agree to allocate the Purchase Price among the Purchased Assets for all purposes (including tax and financial accounting) as agreed by their respective accountants, external accountants negotiating in good faith on their behalf. Buyer Purchaser and Seller Vendor shall file all tax returns (including amended returns and claims for refund) and information reports elections required or desirable under the Tax Act in a manner consistent with such allocation.

Appears in 1 contract

Samples: Asset Purchase Agreement

Allocation of Purchase Price. Seller and Buyer agree to allocate the Purchase Price among the Purchased Assets for all purposes (including tax and financial accounting) as agreed by their respective accountants, negotiating in good faith on their behalfaccordance with Section 1.06 of the Disclosure Schedules. Buyer and Seller shall file all tax returns (including amended returns and claims for refund) and information reports in a manner consistent with such allocation.

Appears in 1 contract

Samples: Asset Purchase Agreement (Famous Daves of America Inc)

Allocation of Purchase Price. Promptly after the Closing, Purchaser and Seller and Buyer agree to allocate the Purchase Price and the value of any assumed liabilities among the Purchased Assets for all purposes (including tax and financial accounting) as agreed by their respective accountants, negotiating in good faith on their behalfwriting. Buyer Purchaser and Seller shall will file all tax returns (including amended returns and claims for refundrefunds) and information reports in a manner consistent with such allocation.

Appears in 1 contract

Samples: Asset Purchase Agreement (Satcon Technology Corp)

Allocation of Purchase Price. Seller and Buyer agree to allocate the allocation of the Purchase Price among the Purchased Assets for all purposes (including tax and financial accounting) as agreed first to the Inventory being acquired by their respective accountants, negotiating Buyer to the extent of Seller’s cost basis in good faith on their behalfsuch Inventory and the balance to the intangible assets referenced in Section 1.01 above. Buyer and Seller shall file all tax returns (including amended returns and claims for refund) and information reports in a manner consistent with such allocation.

Appears in 1 contract

Samples: Asset Purchase Agreement

Allocation of Purchase Price. Seller Seller, Buyer and Buyer Parent agree to allocate the Purchase Price among the Purchased Assets for all purposes (including tax and financial accounting) as agreed by their respective accountantsin accordance with Section 1.05 of the Disclosure Schedules. Buyer, negotiating in good faith on their behalf. Buyer Seller, and Seller Parent shall file all tax returns (including amended returns and claims for refund) and information reports in a manner consistent with such allocation.

Appears in 1 contract

Samples: Asset Purchase Agreement (CUI Global, Inc.)

Allocation of Purchase Price. Buyer and Seller and Buyer will agree to allocate on the allocation of the Purchase Price among the Purchased Acquired Assets for all purposes (including tax in accordance with the applicable Treasury Regulations. All Tax Returns and financial accounting) as agreed reports filed by their respective accountants, negotiating in good faith on their behalf. Buyer and Seller shall file all tax returns (including amended returns and claims for refundInternal Revenue Service Form 8594) and information reports in a manner consistent will be prepared consistently with such allocation.

Appears in 1 contract

Samples: Asset Purchase Agreement (Vascular Solutions Inc)

Allocation of Purchase Price. Seller and Buyer agree to allocate the Purchase Price among the Purchased Assets for all purposes (including tax and financial accounting) as mutually agreed by their respective accountants, negotiating in good faith on their behalfthe Parties. Buyer and Seller shall file all tax returns (including amended returns and claims for refund) and information reports in a manner consistent with such allocation.

Appears in 1 contract

Samples: Asset Purchase Agreement (Lifeloc Technologies, Inc)

Allocation of Purchase Price. Seller and Buyer agree to allocate that the Purchase Price shall be allocated among the Purchased Assets for all purposes (including tax Tax and financial accounting) in accordance with their respective fair market values, as agreed by their respective accountants, negotiating upon in good faith on their behalf. Buyer by RMS and Seller shall file all tax returns (including amended returns and claims for refund) and information reports in a manner consistent with such allocationBuyer.

Appears in 1 contract

Samples: Asset Purchase Agreement (Medovex Corp.)

Allocation of Purchase Price. Seller and Buyer Purchaser agree to allocate the Purchase Price among the Purchased Assets for all purposes (including tax Tax and financial accounting) as agreed by their respective accountants, negotiating in good faith on their behalfaccordance with Schedule 1.9. Buyer Seller and Seller Purchaser shall file all tax Tax returns (including amended returns and claims for refund) and information reports in a manner consistent with such allocation.

Appears in 1 contract

Samples: Asset Purchase Agreement (Tocagen Inc)

Allocation of Purchase Price. Seller and Buyer agree to allocate the Purchase Price among the Purchased Assets for all purposes (including tax and financial accounting) as agreed by in good faith negotiations in accordance with applicable law, taking into account the advice of their respective accountants, negotiating in good faith on their behalf. Buyer and Seller shall file all tax returns (including amended returns and claims for refund) and information reports in a manner consistent with such allocation.

Appears in 1 contract

Samples: Asset Purchase Agreement (Dynasil Corp of America)

Allocation of Purchase Price. The Seller and Buyer the Purchaser agree to allocate the Purchase Price among the Purchased Assets for all purposes (including tax and financial accounting) as agreed by their respective accountants, negotiating in good faith on their behalfaccordance with Schedule 2.3. Buyer The Purchaser and Seller shall file all tax returns (including amended returns and claims for refund) and information reports in a manner consistent with such allocation.

Appears in 1 contract

Samples: Asset Purchase Agreement (Chanticleer Holdings, Inc.)

Allocation of Purchase Price. Seller and Buyer agree to allocate the Purchase Price among the Purchased Assets for all purposes (including tax and financial accounting) in accordance with Section 1.05 of the Disclosure Schedules and as agreed by their respective accountants, negotiating in good faith on their behalf. Buyer and Seller shall file all tax returns (including amended returns and claims for refund) and information reports in a manner consistent with such allocation.

Appears in 1 contract

Samples: Asset Purchase Agreement (Mocon Inc)

Allocation of Purchase Price. Seller and Buyer agree to allocate the Purchase Price among the Purchased Assets for all purposes (including tax and financial accounting) in accordance with the Disclosure Schedules/as agreed by their respective accountants, negotiating in good faith on their behalf. Buyer and Seller shall file all tax returns (including amended returns and claims for refund) and information reports in a manner consistent with such allocation.

Appears in 1 contract

Samples: Asset Purchase Agreement (Fresh2 Group LTD)

Allocation of Purchase Price. Seller and Buyer agree to allocate the Purchase Price among the Purchased Assets for all purposes (including tax and financial accounting) as agreed by their respective accountants, negotiating in good faith on their behalf. Buyer and Seller shall agree file all tax returns (including amended returns and claims for refund) and information reports in a manner consistent with such allocation. [Note: talk with your accountant on everything about the purchase/sale, and work with him/her to obtain assistance with this.]

Appears in 1 contract

Samples: Asset Purchase Agreement

Allocation of Purchase Price. Seller and Buyer agree to allocate the Purchase Price among the Purchased Assets for all purposes (including tax and financial accounting) as agreed by their respective accountants, negotiating in good faith on their behalfaccordance with ‎Section 2.07 of the Disclosure Schedules. Buyer and Seller shall file all tax returns (including amended returns and claims for refund) and information reports in a manner consistent with such allocation.

Appears in 1 contract

Samples: Asset Purchase Agreement (Marpai, Inc.)

Allocation of Purchase Price. Seller and Buyer agree to allocate the Purchase Price among the Purchased Assets for all purposes (including tax and financial accounting) as agreed by their respective accountants, negotiating in good faith set forth on their behalfSchedule 1.06 attached hereto. Buyer and Seller shall file all tax returns (including amended returns and claims for refund) and information reports in a manner consistent with such allocation.

Appears in 1 contract

Samples: Asset Purchase Agreement (Airgain Inc)

Allocation of Purchase Price. Seller and Buyer agree to allocate the Purchase Price among the Purchased Assets for all purposes (including tax and financial accounting) as agreed by their respective accountants, negotiating in good faith on their behalfaccordance with Schedule 1.4 hereto. Buyer and Seller shall file all tax returns (including amended returns and claims for refund) and information reports in a manner consistent with such allocation.

Appears in 1 contract

Samples: Asset Purchase Agreement (Lifeloc Technologies, Inc)

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Allocation of Purchase Price. Seller and Buyer agree to allocate the Purchase Price among the Purchased Assets for all purposes (including tax and financial accounting) as agreed by their respective accountants, negotiating in good faith on their behalfaccordance with Section 1.05 of the Disclosure Schedules. Buyer and Seller shall file all tax returns (including amended returns and claims for refund) and information reports in a manner consistent with such allocation.]

Appears in 1 contract

Samples: Asset Purchase Agreement (SMTP, Inc.)

Allocation of Purchase Price. Seller and Buyer agree to allocate that the Purchase Price and the Assumed Liabilities (plus other relevant items) shall be allocated among the Purchased Assets for all purposes (including tax Tax and financial accounting) as agreed by their respective accountantsBuyer and Seller, negotiating in good faith on their behalffaith, as soon as reasonably practicable after the Closing. Buyer and Seller shall file all tax returns Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with such the allocation.

Appears in 1 contract

Samples: Asset Purchase Agreement (RE/MAX Holdings, Inc.)

Allocation of Purchase Price. Seller and Buyer agree to allocate the Purchase Price among the Purchased Assets for all purposes (including tax and financial accounting) [in accordance with Section 1.05 of the Disclosure Schedules/as agreed by their respective accountants, negotiating in good faith on their behalf]. Buyer and Seller shall file all tax returns (including amended returns and claims for refund) and information reports in a manner consistent with such allocation.

Appears in 1 contract

Samples: Asset Purchase Agreement (Flowerkist Skin Care & Cosmetics, Inc.)

Allocation of Purchase Price. Seller and Buyer agree to allocate the allocation of the Purchase Price among the Purchased Assets for all purposes (including tax and financial accounting) as agreed by their respective accountants, negotiating to the intangible assets referenced in good faith on their behalfSection 1.01 above. Buyer and Seller shall file all tax returns (including amended returns and claims for refund) and information reports in a manner consistent with such allocation.

Appears in 1 contract

Samples: Asset Purchase Agreement

Allocation of Purchase Price. Seller and Buyer agree to allocate the Purchase Price among the Purchased Assets for all purposes (including tax and financial accounting) as agreed by their respective accountants, negotiating in good faith on their behalfaccordance with Exhibit 3.05. Buyer and Seller shall will file all tax returns (including amended returns and claims for refund) and information reports in a manner consistent with such allocation.

Appears in 1 contract

Samples: Asset Purchase Agreement (Appliance Recycling Centers of America Inc /Mn)

Allocation of Purchase Price. Seller and Buyer agree to allocate the Purchase Price among the Purchased Assets for all purposes (including tax and financial accounting) as agreed by their respective accountants, negotiating in good faith on their behalfaccordance with Schedule 1.05. Buyer and Seller shall file all tax returns (including amended returns and claims for refund) and information reports in a manner consistent with such allocation.

Appears in 1 contract

Samples: Asset Purchase Agreement (AgeX Therapeutics, Inc.)

Allocation of Purchase Price. Seller and Buyer agree to allocate the Purchase Price among the Purchased Assets for all purposes (including tax and financial accounting) as agreed by their respective accountants, negotiating in good faith on their behalf). Buyer and Seller shall file all tax returns (including amended returns and claims for refund) and information reports in a manner consistent with such allocation.

Appears in 1 contract

Samples: Asset Purchase Agreement (EzFill Holdings Inc)

Allocation of Purchase Price. The Seller and Buyer agree to allocate the Purchase Price among the Purchased Assets for all purposes (including tax and financial accounting) as agreed by their respective accountants, negotiating in good faith on their behalfaccordance with Schedule 1.5 hereto. Buyer and Seller shall file all tax returns (including amended returns and claims for refund) and information reports in a manner consistent with such allocation.allocation.‌

Appears in 1 contract

Samples: Asset Purchase Agreement

Allocation of Purchase Price. Buyer, Company and Seller and Buyer agree to allocate will cooperate in allocating the Purchase Price and the liabilities among the Purchased Assets assets of the Company for all purposes (including tax Tax and financial accounting) as agreed by their respective accountantsprior to Closing. Buyer, negotiating in good faith on their behalf. Buyer Company and Seller shall will file all tax returns Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with such allocation.

Appears in 1 contract

Samples: Stock Purchase Agreement (Glacier Corp)

Allocation of Purchase Price. Seller and Buyer agree to allocate the Purchase Price among the Purchased Assets for all purposes (including tax and financial accounting) in accordance with Section 1.05 of the Disclosure Schedules/as agreed by their respective accountants, negotiating in good faith on their behalf. Buyer and Seller shall file all tax returns (including amended returns and claims for refund) and information reports in a manner consistent with such allocationallocation and generally accepted accounting principles.

Appears in 1 contract

Samples: Asset Purchase Agreement (Green Spirit Industries Inc.)

Allocation of Purchase Price. Seller Purchaser and Buyer Sellers agree to allocate the Purchase Price (and any adjustments thereto) among the Purchased Assets for all purposes (including tax Shares in accordance with the provisions of Exhibit 2.4. The Parties agree to execute and financial accounting) as agreed by their respective accountants, negotiating in good faith on their behalf. Buyer and Seller shall file all tax returns (including amended returns of their own Tax Returns and claims for refund) prepare all of their own financial statements and information reports in a manner consistent with such other instruments on the basis of this allocation.

Appears in 1 contract

Samples: Share Purchase Agreement (Indie Semiconductor, Inc.)

Allocation of Purchase Price. Seller and Buyer agree to allocate the Purchase Price among the Purchased Assets for all purposes (including tax and financial accounting) as agreed by their respective accountants, negotiating in good faith on their behalfaccordance with Section 1.08 of the Disclosure Schedules. Buyer and Seller shall file all tax returns (including amended returns and claims for refund) and information reports in a manner consistent with such allocation.

Appears in 1 contract

Samples: Asset Purchase Agreement (Intricon Corp)

Allocation of Purchase Price. Seller The Sellers and Buyer the Purchaser agree to allocate the Purchase Price among the Purchased Assets for all purposes (including tax and financial accounting) as agreed by their respective accountants, negotiating in good faith on their behalfaccordance with Schedule 2.3. Buyer The Purchaser and Seller Sellers shall file all tax returns (including amended returns and claims for refund) and information reports in a manner consistent with such allocation.

Appears in 1 contract

Samples: Asset Purchase Agreement (Chanticleer Holdings, Inc.)

Allocation of Purchase Price. Seller and Buyer agree to allocate the Purchase Price among the Purchased Assets for all purposes (including tax and financial accounting) as agreed by their respective accountants, negotiating in good faith on their behalf. Buyer and Seller shall file all tax returns (including amended returns and claims for refund) and information reports in a manner consistent with such allocation.

Appears in 1 contract

Samples: Asset Purchase Agreement (Saleen Automotive, Inc.)

Allocation of Purchase Price. Seller The Sellers and Buyer agree to allocate the Purchase Price among the Purchased Assets for all purposes (including tax and financial accounting) as agreed by their respective accountants, negotiating in good faith on their behalf. Buyer and Seller the Sellers shall file all tax returns (including amended returns and claims for refund) and information reports in a manner consistent with such allocation.

Appears in 1 contract

Samples: Asset Purchase Agreement (Garnero Group Acquisition Co)

Allocation of Purchase Price. Seller and Buyer Purchaser agree to allocate the Purchase Price among the Purchased Assets for all purposes (including tax Tax and financial accounting) as agreed by their respective accountants, negotiating in good faith on their behalfaccordance with Schedule 1.11. Buyer Seller and Seller Purchaser shall file all tax Tax returns (including amended returns and claims for refund) and information reports in a manner consistent with such allocation.

Appears in 1 contract

Samples: Asset Purchase Agreement (Tocagen Inc)

Allocation of Purchase Price. Seller and Buyer agree to allocate the Purchase Price among the Purchased Assets for all purposes (including tax and financial accounting) as agreed by their respective accountants, negotiating in good faith on their behalfaccordance with Section 1.04 of the Disclosure Schedule. Buyer and Seller shall file all tax returns (including amended returns and claims for refund) and information reports in a manner consistent with such allocation.

Appears in 1 contract

Samples: Asset Purchase Agreement (Vapor Hub International Inc.)

Allocation of Purchase Price. Seller and Buyer agree to allocate that the Purchase Price among and the Purchased Liabilities of Seller (plus other relevant items) will be allocated to the Assets of Seller for all Tax purposes (including tax in a manner mutually agreed upon by the Parties. Seller and financial accounting) as agreed by their respective accountants, negotiating in good faith on their behalf. Buyer and Seller shall will file all tax returns Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with such allocation.

Appears in 1 contract

Samples: Asset Purchase Agreement (Gateway Energy Corp/Ne)

Allocation of Purchase Price. Seller and Buyer agree to allocate the Purchase Price among the Purchased Assets for all purposes (including tax Tax and financial accounting) as agreed by their respective accountants, negotiating in good faith on their behalf. Buyer and Seller shall file all tax Tax returns (including amended returns and claims for refund) and information reports in a manner consistent with such allocation.

Appears in 1 contract

Samples: Asset Purchase Agreement (CFN Enterprises Inc.)

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