Final Purchase Price Allocation has the meaning set forth in Section 3.4.
Final Purchase Price Allocation has the meaning set forth in Section 6.1(a).
Final Purchase Price Allocation. As defined in Section 2.6(b).
Examples of Final Purchase Price Allocation in a sentence
If there is a Final Purchase Price Allocation, then Buyer and Sellers shall each file all Tax Returns and report the federal, state, and local and other Tax consequences of the purchase and sale contemplated hereby (including the filing of Internal Revenue Service Form 8594) in a manner consistent with the Final Purchase Price Allocation and shall not take any inconsistent position with respect to the Final Purchase Price Allocation unless otherwise required by applicable Law.
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 Buyer, Sellers, and Sellers Representative 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 their respective allocations.
More Definitions of Final Purchase Price Allocation
Final Purchase Price Allocation. Buyer and Seller shall cooperate in good faith to update the Final Purchase Price Allocation for any adjustments to the Purchase Price (together with any other amounts constituting consideration for Tax purposes), and such updated allocation shall become the Final Purchase Price Allocation. The Parties shall allocate the Purchase Price consistently with the Final Purchase Price Allocation for all applicable Tax purposes (including for purposes of filing Tax Returns).
Final Purchase Price Allocation. Seller shall provide such information as Buyer may reasonably request to assist Buyer with preparing the Draft Purchase Price Allocation, including the net book value (to the extent reasonably determinable) for purposes of GAAP as of the Closing of any tangible assets that are Acquired Assets and a description of such item, original cost and date of acquisition (in each case, to the extent reasonably determinable), to assist Buyer with preparing the Draft Purchase Price Allocation. The Draft Purchase Price Allocation shall be prepared in a manner consistent with Schedule 2.6. Buyer shall deliver the Draft Purchase Price Allocation to Seller within 30 days after the Parties agree to the Post-Closing Adjustment Statement pursuant to Section 2.3(c), and Seller shall inform Xxxxx in writing within 30 days of receiving the Draft Purchase Price Allocation if Seller does not approve the Draft Purchase Price Allocation or any portion thereof. If Seller does not provide written notice to Buyer that Seller objects to the Draft Purchase Price Allocation within the 30-day period, then the Draft Purchase Price Allocation shall become the Final Purchase Price Allocation. If Seller provides Xxxxx a written objection to the Draft Purchase Price Allocation within such 30-day period (together with a statement explaining Seller’s particular objections to the Draft Purchase Price Allocation along with Seller’s reasons for any objections), then Buyer and Seller shall cooperate in good faith for a period of 30 days to resolve their differences. If Buyer and Seller resolve their differences within such 30-day period, the Draft Purchase Price Allocation, as amended to reflect any changes agreed upon by Buyer and Seller, shall become the Final Purchase Price Allocation. If Buyer and Seller are unable to resolve their differences within such 30-day period, Buyer and Seller and their respective Affiliates shall be entitled to allocate the Purchase Price to the Acquired Assets in such manner as each independently determines is reasonable, and there shall be no Final Purchase Price Allocation. If a Final Purchase Price Allocation is established, Buyer and Seller and their respective Affiliates shall report and file all Tax Returns which each of them is required by Law to file and report (including, but not limited to, Internal Revenue Service Form 8594) in all respects and for all purposes consistent with the Final Purchase Price Allocation. In the event that (a) the Final Prepaid Amo...
Final Purchase Price Allocation shall have the meaning specified in Section 10.08(f).
Final Purchase Price Allocation shall have the meaning given to it in Section 2.2(c).
Final Purchase Price Allocation has the meaning set forth in Section 2.8. “Financial Statements” has the meaning set forth in Section 3.17(a). “Forever 21” has the meaning set forth in the preamble.
Final Purchase Price Allocation has the meaning set forth in Section 6.3(j).
Final Purchase Price Allocation. Section 5.11(j) “Finalization Date” Section 1.3(h) “FIRPTA Affidavit” Section 5.11(h) “Fundamental Representations” Section 5.1(b) “Governmental Approvals” Section 2.1(b) “Indemnification Claim” Section 5.2(g) “Indemnitee” Section 5.2(d) “Indemnitor” Section 5.2(d) “Initial Closing Certificate” Section 1.3(c) “Latest Balance Sheet” Section 3.5(b) “Leases” Section 3.25(b) “Legal Proceedings” Section 3.14 “Losses” Section 5.2(a) “Material Contract” Section 3.12(a) “Material Customers” Section 3.24 “Material Suppliers” Section 3.24 “Mediamounts” Recitals “Net Working Capital Principles” Section 6.1 “Newco” Section 5.5 “Notice of Claim” Section 5.2(e)(i) “Notice of Disagreement” Section 1.3(e) “OFAC” Section 3.26(e) “Owned Real Property” Section 3.25(a) “Parent” Preamble “Permitted Source” Section 6.1 “Plan” Section 3.18(a) “Precision” Recitals