Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached hereto as Exhibit E.
Appears in 23 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Program Service and Time Brokerage Agreement (Cumulus Media Inc), Asset Purchase Agreement (Rocky Mountain Internet Inc)
Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached hereto as Exhibit E.D.
Appears in 11 contracts
Samples: Asset Purchase Agreement (Nautilus, Inc.), Asset Purchase Agreement (Nautilus, Inc.), Asset Purchase Agreement (Nautilus, Inc.)
Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached hereto as Exhibit E.F.
Appears in 8 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (JLM Industries Inc)
Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with the an allocation schedule to be attached hereto as Exhibit E.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax Tax purposes) in accordance with the allocation schedule attached hereto to this Agreement as Exhibit E.B.34 34 See XXXXX, supra note 10, at 60 (describing the use of allocation schedules in this context).
Appears in 3 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement, Asset Purchase Agreement
Allocation. The Parties agree to allocate the Purchase Price among the Purchased Assets (and all other capitalizable costs) among the Acquired Purchased Assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule Purchase Price Allocation Agreement attached hereto as Exhibit E.2(h).
Appears in 3 contracts
Samples: Asset Purchase Agreement (Specialty Care Network Inc), Asset Purchase Agreement (Specialty Care Network Inc), Asset Purchase Agreement (Specialty Care Network Inc)
Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with the an allocation schedule to be attached hereto at Closing as Exhibit E.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with the an allocation schedule to be attached hereto as Exhibit E.D.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial financial, accounting and tax purposes) in accordance with the allocation schedule attached hereto as Exhibit E.G. The Sellers shall allocate the Purchase Price among the Sellers as directed by Arch Communications Group, Inc.
Appears in 2 contracts
Samples: Asset Purchase and Sale Agreement (Arch Communications Group Inc /De/), Asset Purchase and Sale Agreement (Omniamerica Inc)
Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached hereto as Exhibit E.EXHIBIT D.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Solo Cup CO)
Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached hereto as Exhibit E.to be agreed to by the Parties after Closing.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Powercerv Corp), Asset Purchase Agreement (RCF Inc)
Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in purposes)in accordance with the allocation schedule attached hereto as Exhibit E.EXHIBIT "E".
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all tax purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached hereto as Exhibit E.B.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Euronet Worldwide Inc), Asset Purchase Agreement (Euronet Worldwide Inc)
Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached hereto as Exhibit E.I, and to use such allocation for all tax reporting purposes connected herewith.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Aqua Chem Inc), Asset Purchase Agreement (Aqua Chem Inc)
Allocation. [The Parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached hereto as Exhibit E.Schedule "2.3"]
Appears in 2 contracts
Samples: Asset Purchase Agreement (Chequemate International Inc), Asset Purchase Agreement (Chequemate International Inc)
Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached hereto as Exhibit E.C.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Manchester Equipment Co Inc), Asset Purchase Agreement (Bitwise Designs Inc)
Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with a schedule mutually determined by the allocation schedule attached hereto as Exhibit E.Parties prior to the Closing.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Alfa Corp)
Allocation. The Parties agree to will allocate the Purchase Price (and all other capitalizable costs) costs among the Acquired Assets for all purposes (purposes, including financial accounting and tax purposes) , in accordance with the allocation schedule to be provided by Buyer prior to Closing and attached hereto as Exhibit E.C.
Appears in 2 contracts
Samples: Asset Purchase Agreement (CVSL Inc.), Asset Purchase Agreement (Intelligent Living Inc.)
Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax Tax purposes) in accordance with the allocation schedule attached hereto as Exhibit E.D.
Appears in 2 contracts
Samples: Purchase Agreement (Emeritus Corp\wa\), Asset Purchase Agreement (Authentidate Holding Corp)
Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with the an allocation schedule attached hereto as Exhibit E.to be mutually agreed upon by the Parties prior to the Closing Date.
Appears in 1 contract
Samples: Asset Purchase Agreement (Easy Gardener Products LTD)
Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached hereto as Exhibit E.C.
Appears in 1 contract
Samples: Asset Sale and Debt Assignment Agreement (Tenshon, Inc.)
Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached hereto as Exhibit E.Schedule 2.02, and the Parties shall make all necessary filings (including those under Section 1060 of the Code) in accordance with such allocation.
Appears in 1 contract
Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached hereto as Exhibit E.Schedule 2(f).
Appears in 1 contract
Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached hereto as Exhibit E.B.
Appears in 1 contract
Samples: Asset Purchase Agreement (Source Information Management Co)
Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached hereto as Exhibit E."E".
Appears in 1 contract
Samples: Reorganization Agreement (Treasury International Inc)
Allocation. The Parties agree to allocate the Purchase Price (and all ---------- other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached hereto as Exhibit E.E. ---------
Appears in 1 contract
Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached hereto as Exhibit E.B.
(i) Adjustments to the Purchase Price.
Appears in 1 contract
Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached hereto as Exhibit E.Schedule 2(h).
Appears in 1 contract
Samples: Asset Purchase Agreement (Newtek Business Services Inc)
Allocation. The Parties agree to allocate the Purchase Price purchase price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached hereto as Exhibit E.Annex C.
Appears in 1 contract
Allocation. The Parties parties agree to allocate the Purchase Price (and all other capitalizable costscosts which may be capitalized) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached hereto as Exhibit E.N.
Appears in 1 contract
Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached hereto as Exhibit E.EXHIBIT G.
Appears in 1 contract
Allocation. The Parties agree to allocate the Purchase Price (and all ---------- other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached hereto as Exhibit E.
Appears in 1 contract
Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) as set out in accordance with the allocation schedule attached hereto as Exhibit E.EXHIBIT 2(F).
Appears in 1 contract
Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule set forth on Exhibit A attached hereto as Exhibit E.hereto.
Appears in 1 contract
Allocation. The Parties parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets assets described herein for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached hereto as Exhibit E.H.
Appears in 1 contract
Allocation. The Parties agree to allocate the Purchase Price (and all ---------- other capitalizable costs) among the Acquired Purchased Assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached hereto as Exhibit E.H. ---------
Appears in 1 contract
Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets and Central Shares for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached hereto as Exhibit E.F.
Appears in 1 contract
Samples: Purchase Agreement
Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets Assets, the Trade Name and the License for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached hereto as Exhibit E.Schedule 2(f) of the Disclosure Schedule.
Appears in 1 contract
Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached hereto as Exhibit E.F. Such allocation shall be used for all purposes including the preparation and filing of Form 8594 with the IRS.
Appears in 1 contract
Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) the Assumed Liabilities among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached set forth on Schedule 2.1(E) annexed hereto as Exhibit E.and made a part hereof, and shall make all necessary filings (including those required under Code Section 1060) in accordance with that allocation.
Appears in 1 contract
Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Purchased Assets acquired by the Buyer for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached hereto as Exhibit E.M.
Appears in 1 contract
Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached hereto as Exhibit E.2.
Appears in 1 contract
Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached hereto as Exhibit E.2(f).
Appears in 1 contract
Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets solely for all tax purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached hereto as Exhibit E.Schedule 2.6.
Appears in 1 contract
Samples: Asset Purchase Agreement (Cardiodynamics International Corp)
Allocation. The Parties agree to allocate the Purchase Price among the Purchased Assets (and all other capitalizable costs) among the Acquired Purchased Assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule Purchase Price Allocation Agreement attached hereto as Exhibit E.2(g).
Appears in 1 contract
Samples: Asset Purchase Agreement (Specialty Care Network Inc)
Allocation. The Parties agree to allocate the Purchase Price (and all ---------- other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached hereto as Exhibit E.B. The Buyer and the Seller will cooperate --------- in the preparation and filing of Internal Revenue Service Form 8594 in a manner consistent with this Section 2(f).
Appears in 1 contract
Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable capitalized costs) among the Acquired Purchased Assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule set forth in Section 2(e) of the Disclosure Schedule attached hereto as Exhibit E.hereto.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Emerge Interactive Inc)
Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule schedule, substantially in the form attached hereto as Exhibit E.C.
Appears in 1 contract
Samples: Asset Purchase Agreement (Gentner Communications Corp)
Allocation. The Parties agree to allocate the aggregate Asset Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached hereto as Exhibit E.F.
Appears in 1 contract
Samples: Asset and Stock Purchase Agreement (Racing Champions Corp)
Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached hereto as Exhibit E.delivered by Buyer to Seller pursuant to §5(r).
Appears in 1 contract
Samples: Asset Purchase Agreement (Napro Biotherapeutics Inc)
Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached hereto as Exhibit E.A and to file all Tax Returns consistent with such allocation).
Appears in 1 contract
Allocation. The Parties agree to allocate the Purchase Price paid to the Seller (and all other capitalizable costscosts relating thereto) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached hereto as Exhibit E.D.
Appears in 1 contract
Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached hereto as Exhibit E.G. Any adjustment to the Purchase Price shall be allocated as provided by Temp. Treas. Reg.ss.1.1060-1T(f).
Appears in 1 contract
Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) hereunder among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with the general principles set forth on Exhibit D and in accordance with an allocation schedule attached hereto as to be prepared by the Buyer and the Seller promptly following the Closing on a basis consistent with Exhibit E.D.
Appears in 1 contract
Samples: Asset Purchase Agreement (McWhorter Technologies Inc /De/)
Allocation. The Parties parties agree to allocate the Purchase Price (and all other capitalizable costs) amounts payable hereunder among the Acquired Assets acquired assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached hereto as Exhibit Schedule E.
Appears in 1 contract
Samples: License Agreement (Haemonetics Corp)
Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached hereto as Exhibit E.E, and the Parties shall make all necessary filings (including those under Section 1060 of the Code) in accordance with such allocation.
Appears in 1 contract
Samples: Asset Purchase Agreement (Paid Inc)
Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached hereto as Exhibit E.in
Appears in 1 contract
Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable capitalized costs) among the Acquired Purchased Assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule set forth in Section 2(f) of the Disclosure Schedule attached hereto as Exhibit E.hereto.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Emerge Interactive Inc)
Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached hereto relative book values, as Exhibit E.indicated on Schedule 1.1.
Appears in 1 contract
Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax Tax purposes) in accordance with the allocation schedule attached hereto as Exhibit E.
Appears in 1 contract
Samples: Asset Purchase Agreement (Herley Industries Inc /New)