Final Allocation Statement Sample Clauses

Final Allocation Statement. The Purchaser Parties shall deliver to the Company at least two Business Days prior to the Closing the final version of the Allocation Statement, setting forth the number of Consideration Shares issuable to each Company Shareholders, comprising the Closing Payment Shares and with respect to the Majority Shareholder, the Escrow Shares; such Allocation Statement shall not be subject to further updates.
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Final Allocation Statement. For purposes of Section 2.8(a) of the Agreement, the parties acknowledge and agree that the Final Allocation Statement shall be as set forth in Exhibit III hereto.
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Final Allocation Statement. If, within thirty (30) days after receipt of the Purchase Price Allocation from Sellers, the Purchaser notifies Sellers in writing that the Purchaser disagrees with the allocation of one or more items reflected in the Purchase Price Allocation, the Purchaser and Sellers shall use reasonable efforts to resolve such dispute. If the Parties have not resolved the dispute within ten (10) Business Days, the Purchaser and Sellers shall submit the matter to a nationally recognized independent accounting firm chosen jointly by the Purchaser and Sellers (the “Accounting Firm”), which shall resolve the dispute in accordance with the principles set forth on Exhibit G and the Purchase Price Allocation as modified in accordance with the decision of the Accounting Firm shall be the Final Allocation Statement. In the case of any subsequent adjustment to the purchase price (as determined for Tax purposes) requiring an amendment to the Final Allocation Statement, the Sellers shall prepare an amended Final Allocation Statement in accordance with the principles set forth on Exhibit G, which shall be subject to the procedures in this Section 2.08. Each of the Parties shall file all Tax Returns in a manner consistent with the Final Allocation Statement, as may be amended pursuant to this Agreement, except as otherwise required by a final determination (as defined in Section 1313 of the Code) by a Tax Authority.
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Final Allocation Statement. The Company shall have delivered to Buyer the final Allocation Statement.
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Final Allocation Statement. Within 75 days after Closing, Pegasus shall deliver to the Majority Shareholder a statement (the "Final Allocation Statement"), showing in detail its final determination of the allocation of assets and liabilities set forth in the Closing Allocation Statement, together with any documents substantiating the adjustments set forth in the Final Allocation Statement. The Majority Shareholder shall provide Pegasus with reasonable access to all records that the Majority Shareholder has in its possession and that are necessary or appropriate for Pegasus to prepare the Final Allocation Statement, and Pegasus shall provide the Majority Shareholder with reasonable access to all records that Pegasus has in its possession and that are necessary or appropriate for the Majority Shareholder to evaluate the Final Allocation Statement. Within 20 days after receipt of the Final Allocation Statement (the "Final Allocation Objection Period"), the Majority Shareholder shall give Pegasus written notice of its objections, if any, to the Final Allocation Statement. In the event that the Majority Shareholder notifies Pegasus of objections to the Final Allocation Statement within the Objection Period, Pegasus and the Majority Shareholder shall instruct the Accountant and the Company's Accountant to make a final and binding determination of the Final Allocation Statement acceptable to the Accountant and the Company's Accountant ("Accountants' Allocation Statement"). If the Accountant and the Company Accountant do not reach a mutual agreement as to the Accountants' Allocation Statement within thirty (30) days after their engagement, the two firms shall select a third independent accounting firm (the "Arbitrator"), whose determination of the Accountant's Allocation Statement shall be final and binding on the Parties (the "Arbitrator's Allocation Statement"). Within 20 days after (w) the Accountant delivers the Accountants' Allocation Statement to Pegasus and the Majority Shareholder, (x) expiration of the Final Allocation Objection Period without notice of objections from the Majority Shareholder, (y) the Arbitrator delivers the Arbitrator's Allocation Statement or (z) agreement by Pegasus and the Majority Shareholder upon the Final Allocation Statement, as applicable, Pegasus shall pay to the Majority Shareholder cash in an amount equal to the amount owed to the Majority Shareholder as reflected in the Final Allocation Statement or the Majority Shareholder shall pay to Pegasus cash in...
Sample 1

Related to Final Allocation Statement

  • Closing Statement (a) In connection with the prorations required under SECTION 9.1, not later than 5 Business Days prior to the intended Closing Date, the Seller will use commercially reasonable efforts to have prepared a proforma of the accounting for the transaction that reflects the Seller’s good faith estimate of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively (the “Draft Closing Statement”). The Draft Closing Statement shall reflect the parties’ good faith estimate of all of the prorations, credits and/or other adjustments to be made at Closing. On the day prior to Closing, the Seller and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits of the Asset as may be necessary to verify and/or make revisions to the Draft Closing Statement based on such audits, examinations and inventories, and on the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this Agreement. (b) If any items to be adjusted pursuant to this ARTICLE IX are not determinable at the Closing, or if any such adjustments made at the Closing prove to be incorrect, the adjustment shall be made subsequent to the Closing or corrected when the charge is finally determined. The Buyer shall deliver to the Seller no later than 60 days following the Closing Date (except with respect to any item which is not reasonably determinable within such time frame, as to which the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Closing and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth above.

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