Draft Purchase Price Allocation definition

Draft Purchase Price Allocation has the meaning set forth in Section 2.7(b).
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Draft Purchase Price Allocation is defined in Section 6.1(i)(i).
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Draft Purchase Price Allocation is defined in Section 13.2.
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Examples of Draft Purchase Price Allocation in a sentence

  • If Sellers do not provide written notice of any objections within such 15-day period, the Draft Purchase Price Allocation shall become final (the “Final Purchase Price Allocation”).

  • If Sellers and Buyers cannot agree upon a revised allocation within thirty (30) days following Sellers’ written notice of any objections to the Draft Purchase Price Allocation, then Buyers shall engage the accounting firm of Ernst & Young LLP, Houston, Texas (and if for any reason it is unwilling or unable to serve, then another independent accounting firm mutually agreed upon by Sellers and Buyers) to resolve such dispute.

  • If Sellers provide written notice of any objections to the Draft Purchase Price Allocation within such 15-day period, Sellers and Buyers shall negotiate in good faith to agree upon a revised allocation, and any such agreed upon allocation shall become the Final Purchase Price Allocation.

  • Sellers shall have fifteen (15) days after receipt of the Draft Purchase Price Allocation to provide Buyers with written notice of any objections to such allocation.

  • Any objection by Sellers, and the resolution of any dispute between the parties, regarding the Draft Purchase Price Allocation shall be resolved in accordance with the procedures outlined in Section 2.3 above.

  • Each party shall timely and properly prepare, execute, file and deliver all such documents, forms and other information as the other party may reasonably request to prepare the Draft Purchase Price Allocation.

  • The “Purchase Price Allocation” shall mean the Draft Purchase Price Allocation together with any revisions thereto pursuant to this Section 13.2. Buyer and Sellers and their respective Affiliates, if any, shall report, act and file Tax Returns (including, but not limited to Internal Revenue Service form 8594) in all respects and for all purposes consistent with such Purchase Price Allocation.

  • If the Buyer and Seller are unable to resolve any disagreements between them with respect to the Draft Purchase Price Allocation by the end of such thirty (30) day period and there is no Final Purchase Price Allocation, then they shall each report the applicable Tax consequences of the purchase and sale contemplated hereby in a manner consistent with Section 1060 of the Code and ASC 805 Business Combinations.

  • If the Seller disagrees with any item set forth in the Draft Purchase Price Allocation, the Seller shall, within thirty (30) days of delivery of the Draft Purchase Price Allocation to the Seller, provide to Purchaser written notice of its objection to the Draft Purchase Price Allocation and the reasons therefor, in which event Purchaser and the Seller shall endeavor in good faith to agree upon an allocation schedule.

  • Buyer will prepare the Draft Purchase Price Allocation in accordance with Code Section 1060 and the Treasury regulations thereunder (and any similar provision of state, local or foreign law, asappropriate).


More Definitions of Draft Purchase Price Allocation

Draft Purchase Price Allocation is defined in Section 2.07.
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Draft Purchase Price Allocation is defined in Section 9.1(h).
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Related to Draft Purchase Price Allocation

  • Purchase Price Allocation has the meaning set forth in Section 2.6(a).

  • Purchase Price Allocation Schedule has the meaning given to it in Section 2.7(a).

  • Allocation Schedule has the meaning set forth in Section 2.07.

  • Purchase Price Adjustment Escrow Amount means $500,000.

  • Purchase Price Adjustment has the meaning set forth in Section 2.6.

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Net Purchase Price has the meaning set forth in Section 2.1.

  • Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.

  • Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

  • Cash Purchase Price has the meaning set forth in Section 2.1(b).

  • Contract Purchase Price means the amount actually paid or allocated in respect of the purchase, development, construction or improvement of a Property or the amount of funds advanced with respect to a Mortgage, or the amount actually paid or allocated in respect of the purchase of other Assets, in each case exclusive of Acquisition Fees and Acquisition Expenses, but in each case including any indebtedness assumed or incurred in respect of such Property.

  • Unit Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

  • Adjustment Escrow Amount means $1,000,000.

  • the Purchase Price means the price to be paid by the Buyer to the Seller for the purchase of the Property;

  • Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).

  • Loan Purchase Price With respect to any Home Equity Loan purchased from the Trust on or prior to a Monthly Remittance Date pursuant to Section 3.04, 3.06(b) or 8.10(b) hereof, an amount equal to the outstanding principal balance of such Home Equity Loan as of the date of purchase (assuming that the Monthly Remittance Amount remitted by the Servicer on such Monthly Remittance Date has already been remitted), plus all accrued and unpaid interest on such Home Equity Loan at the Coupon Rate to but not including the date of such purchase together with (without duplication) the aggregate amounts of (i) all unreimbursed Delinquency Advances and Servicing Advances theretofore made with respect to such Home Equity Loan, (ii) all Delinquency Advances which the Servicer has theretofore failed to remit with respect to such Home Equity Loan, (iii) all reimbursed Delinquency Advances and Servicing Advances to the extent that reimbursement is not made from the Mortgagor and (iv) any costs and damages incurred by the Trust in connection with any violation by the Home Equity Loan of any predatory or abusive lending law.

  • Minimum Purchase Price has the meaning set forth in Section 2.04.

  • Closing Adjustment has the meaning set forth in Section 2.04(a)(ii).

  • Purchase Price Credit has the meaning set forth in Section 1.3 of the Agreement.

  • Adjustment Amount For any Distribution Date, the difference between (A) the sum of the Class A Principal Balance and the Class B Principal Balance as of the related Determination Date and (B) the sum of (i) the sum of the Class A Principal Balance and the Class B Principal Balance as of the Determination Date succeeding such Distribution Date and (ii) the aggregate amount that would have been distributed to all Classes as principal in accordance with Section 4.01(a) for such Distribution Date without regard to the provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal Principal Amount.

  • Purchase Price and Terms Letter With respect to each purchase of a Mortgage Loan Package hereunder, that certain letter agreement setting forth the general terms and conditions of such transaction consummated herein and identifying the Mortgage Loans to be purchased hereunder, by and between the Company and the Purchaser. Purchaser: Xxxxxx Brothers Bank, FSB or its successor in interest or any successor to the Purchaser under this Agreement as herein provided.

  • Maximum Purchase Price has the meaning assigned to the term in the Pricing Side Letter.

  • Stock Purchase Price has the meaning set forth in Section 2 of the Subscription Agreement.

  • Preliminary Purchase Price has the meaning set forth in Section 2.02.

  • Closing Amount has the meaning set forth in Section 2.3.