Equity Buyer definition
Examples of Equity Buyer in a sentence
The Purchase Price shall be allocated among the assets of SSI for purposes of completing all forms of any nature necessary to effectuate the Election in accordance with applicable U.S. Treasury regulations, as mutually agreed by Equity Seller and Equity Buyer.
All Seller Tax Returns shall be prepared in a manner consistent with past customs and practices employed by the Company to the extent not inconsistent with applicable Law and by Ernst & Young US LLP or, if not such firm, another accounting firm reasonably acceptable to Equity Buyer.
For applicable income Tax purposes, the sale and purchase of the Membership Interests shall be treated as acquisition by Equity Buyer of 100% of the Company’s assets, an assumption by Equity Buyer of 100% of the Company’s liabilities and a sale by Equity Seller of 100% of the Company’s assets.
The Accounting Firm’s determination of the Closing Cash Proceeds, including each of the components thereof, shall be based solely on the materials submitted by Equity Buyer and Equity Seller (i.e., not on independent review) and on the definitions included herein.
So long as such election does negatively impact Equity Seller’s tax position, at Equity Buyer’s request, Equity Seller and Equity Buyer shall jointly make a timely election provided for by Section 338(h)(10) of the Code and any analogous state, local or foreign tax election to the extent such election is separately available (the “Election”) with respect to the transactions contemplated by this Agreement.
The costs and expenses of the Accounting Firm shall be apportioned among Equity Seller, on the one hand, and Equity Buyer, on the other hand, based upon the relative extent to which the positions of Equity Seller and Equity Buyer are upheld by the Accounting Firm.
Each Equity Buyer is an “accredited investor” within the meaning of Rule 501(a) promulgated under the Securities Act.
Subject to the terms and conditions of this Agreement, at the Closing and in consideration for the Purchase Price, Equity Seller will sell, transfer and deliver to Equity Buyer, and Equity Buyer will purchase and acquire from Equity Seller, all of the Membership Interests, free and clear of all Liens.
Equity Buyer (or its designee) shall review and comment on such draft Separate Seller Tax Returns in good faith within fifteen (15) days after receipt thereof.
Procedural matters for the conduct of the dispute resolution, other than as specified herein, will be determined by the Accounting Firm in consultation with Equity Buyer and Equity Seller; provided, however, that any such procedural matters shall in all cases be consistent with the terms of this Agreement and this Exhibit A.