Preliminary Purchase Price Allocation definition

Preliminary Purchase Price Allocation has the meaning set forth in Section 1.13.

Preliminary Purchase Price Allocation shall bear the meaning given to such term in Section 5.5;

Preliminary Purchase Price Allocation means the preliminary allocation of the Purchase Price among the Acquired Direct Subsidiary Shares and Acquired Assets set out in Exhibit 2.01.

Examples of Preliminary Purchase Price Allocation in a sentence

• Preliminary Purchase Price Allocation For the purposes of the unaudited pro forma condensed combined financial statements, HC2 made preliminary estimates of the fair value of the assets to be acquired and liabilities to be assumed in the KMG Acquisition.

• Under the acquisition method of accounting, for the purposes of the unaudited pro forma condensed combined consolidated financial information, management of Xxxxxxx and Era have determined a preliminary estimated purchase price for Era (see Unaudited Pro Forma Condensed Combined Consolidated Financial Information – Note 5: Estimated Purchase Consideration and Preliminary Purchase Price Allocation beginning on page 132 for additional information).

• The Preliminary Purchase Price Allocation shall be used to make the necessary preliminary determinations for Transfer Tax purposes pursuant to Section 8.2(a).

• Preliminary Purchase Price Allocation Under the acquisition method of accounting, the identifiable assets acquired and liabilities assumed of Dynegy, the accounting acquiree, are recorded at fair value on the Merger date and added to those of Vistra Energy, the accounting acquirer.

• The Buyer shall have twenty (20) days after the Buyer’s receipt of the Seller’s proposed schedule setting forth the Preliminary Purchase Price Allocation in which to deliver comments to the Seller in respect of the Preliminary Purchase Price Allocation.

• The Preliminary Purchase Price Allocation shall be used to make all necessary preliminary determinations for Transfer Tax purposes pursuant to Section 6.4(a).

• Refer to Note 4, Purchase Consideration and Preliminary Purchase Price Allocation, for details on the calculation of goodwill.

• The Buyer and the Seller agree to use commercially reasonable efforts to resolve in good faith any differences with respect to the Preliminary Purchase Price Allocation.

• Preliminary Purchase Price Allocation The total preliminary purchase price will be allocated to Fluent tangible and intangible assets acquired, liabilities assumed, as well as in-process research and development based on their estimated fair values as of the acquisition date.

• Preliminary Purchase Price Allocation The total purchase price for Russell Hobbs was allocated to the preliminary net tangible and intangible assets based upon their preliminary fair values at June 16, 2010 as set forth below.

More Definitions of Preliminary Purchase Price Allocation

Preliminary Purchase Price Allocation. Any issues with respect to the Allocation Schedule which have not been finally resolved within thirty (30) calendar days after the date of this Agreement shall be referred to the Independent Arbitrator, whose determination shall be final and binding upon the parties. Within thirty (30) calendar days after the date on which the Final Purchase Price is determined (the “Determination Date”), Purchaser shall deliver to Seller a written statement setting forth any proposed revisions to the Preliminary Purchase Price Allocation based on the actual Final Purchase Price. If within thirty (30) days after Seller’s receipt of such written statement, Seller has not objected in writing to such written statement, the revisions to the Preliminary Purchase Price Allocation proposed by Purchaser shall become final. If Seller objects in writing to Purchaser’s proposed revisions within such 30-day period, the parties shall negotiate in good faith to resolve the objections. If such objections are not finally resolved within sixty (60) days following the Determination Date, the dispute shall be submitted to the Independent Arbitrator for resolution, whose determination shall be final and binding upon the parties. Purchaser and Seller shall file their Tax Returns (and IRS Form 8594, if applicable) on the basis of the allocation of the Final Purchase Price, determined as provided in this Section 3.4, and neither party shall thereafter take a Tax Return position or any other position for applicable Tax purposes that is inconsistent with such allocation unless otherwise required pursuant to a final “determination” as defined in Section 1313 of the Code.