Final Purchase Price Allocation definition

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

• The parties agree to act in accordance with the computations and allocations contained in the Final Purchase Price Allocation in any relevant Tax returns or filings (including any forms or reports required to be filed pursuant to Section 1060 of the Code or any provisions of local, state and foreign law (“1060 Forms”)), and to cooperate in the preparation of any 1060 Forms and to file such 1060 Forms in the manner required by applicable law.

• Neither Buyer nor Seller shall take any position (whether in audits, Tax returns, or otherwise) that is inconsistent with the Final Purchase Price Allocation unless required to do so by applicable law.

• To the extent the Purchase Price is adjusted under Section 3.2, the parties shall adjust the Final Purchase Price Allocation consistent with Schedule 3.4 and the rules under Section 1060 of the Code to reflect such adjustment to the Purchase Price.

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• If Sellers and Buyer are unable to resolve all disputed items within twenty (20) days after the delivery of Sellers’ written objection to Buyer, each of Buyer and Sellers may separately determine the allocation of the Purchase Price, and there shall be no Final Purchase Price Allocation.

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. 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

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 is defined in Section 9.1(h).

Final Purchase Price Allocation shall have the meaning specified in Section 10.08(f).