Proposed Purchase Price Allocation definition

Proposed Purchase Price Allocation has the meaning set forth in Section 2.3(b).
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Proposed Purchase Price Allocation shall have the meaning set forth in Section 5.5(c) of this Agreement.
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Proposed Purchase Price Allocation has the meaning given to such term in Section 5.4(e).
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Examples of Proposed Purchase Price Allocation in a sentence

  • Seller shall notify Purchaser in writing whether it approves of the Proposed Purchase Price Allocation within three business days after Purchaser’s submission thereof.

  • If Seller fails to notify Purchaser in writing that it disapproves of the Proposed Purchase Price Allocation within three business days after the submission thereof, then Seller shall be deemed to have approved the Proposed Purchase Price Allocation.

  • Buyer shall be responsible for all costs and expenses associated with the preparation of the Proposed Purchase Price Allocation Schedule, including without limitation all expenses related to the use of third parties to assist in the preparation of the Proposed Purchase Price Allocation Schedule.

  • In the event that Seller shall deliver an Allocation Dispute Notice to Buyer, Buyer and Seller shall cooperate in good faith to resolve such dispute as promptly as practicable and, upon such resolution, if any, any adjustments to the Proposed Purchase Price Allocation Schedule shall be made in accordance with the agreement of Buyer and Seller (the “Agreed Allocation Schedule”).

  • If Seller disapproves of such Proposed Purchase Price Allocation, then Seller shall notify Purchaser thereof in writing specifying in reasonable detail the reasons for such disapproval, in which case Purchaser and Seller shall negotiate the Proposed Purchase Price Allocation in consideration of Seller’s objections, and within three business days after such notice, Purchaser shall revise such Proposed Purchase Price Allocation in accordance with such negotiations.

  • Seller shall have ten (10) days following receipt of the Proposed Purchase Price Allocation Schedule to review the Proposed Purchase Price Allocation Schedule and to notify Buyer in writing if Seller disputes the allocation set forth in the Proposed Purchase Price Allocation Schedule (an “Allocation Dispute Notice”).

  • Within ninety (90) days following the date on which the Statement becomes final, the Buyer shall prepare and deliver to the Representative a Purchase Price Allocation to be used for purposes of applying the provisions of Sections 751 and 755 of the Code to the transactions contemplated by this Agreement (the "Proposed Purchase Price Allocation").

  • Proposed Purchase Price Allocation Schedule savings to finance personnel of Buyer and CPBR and refuse other information which Seller reasonably requests, and Buyer and blue Company you cooperate reasonably with Seller in connection therewith.

  • If they are unable to resolve any such dispute within forty (40) days after Buyer has provided Seller with the Proposed Purchase Price Allocation, the matters in dispute shall be resolved by an independent accounting firm acceptable to Buyer and Seller, in which event the provisions of Section 20(n) shall be applicable.

  • Seller shall present such Proposed Purchase Price Allocation to Purchaser for review as soon as reasonably practicable after the receipt of the Appraisal.


More Definitions of Proposed Purchase Price Allocation

Proposed Purchase Price Allocation. 2.09 “Purchase Price” 2.02 “Purchaser” Preamble “Purchaser Licensees” 5.15(b) “Purchaser Related Parties” 5.12(a) “Purchaser Released Parties” 11.16(c) “Purchaser Releasing Parties” 11.16(a) “Purchaser 401(k) Plan” 6.01(g) “Real Property Leases” 3.13(a) “Reimbursable Expenses” 10.03(a)
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Proposed Purchase Price Allocation. Seller shall have thirty (30) days after receipt of the Proposed Purchase Price Allocation (the “Allocation Review Period”) to review the Proposed Purchase Price Allocation. During the Allocation Review Period, Seller shall have the right to review the supporting documentation regarding the Proposed Purchase Price Allocation. Prior to the expiration of the Allocation Review Period, Seller may dispute in good faith any items set forth in the Proposed Purchase Price Allocation by written notice to Buyer setting forth in reasonable detail any such dispute items (the “Allocation Dispute Notice”). If an Allocation Dispute Notice is timely delivered, during the fifteen (15) days following such delivery of the Allocation Dispute Notice, Buyer and Seller shall discuss the Proposed Purchase Price Allocation and the Allocation Dispute Notice in good faith in an effort to reach agreement with respect to any disputed items set forth in the Allocation Dispute Notice. In the event that Buyer and Seller are unable to resolve any disputed items within ten (10) days following the delivery of the Allocation Dispute Notice, Buyer and Seller shall refer such disputed items to the Designated Accountant, which dispute shall be resolved in accordance with the procedural methods set forth in Section 2.3(e). Seller and Buyer shall, and shall cause each of their respective Affiliates (including, in respect of Buyer, Nautilus) to, prepare and file all Tax Returns (including any statements required under Treasury Regulations Section 1.751-1(a)(3)) in a manner consistent with the Purchase Price Allocation, and neither Seller nor Buyer shall take any Tax position with any Governmental Authority or otherwise that is inconsistent with the Purchase Price Allocation unless required by a final “determination” (as defined in Section 1313 of the Code).
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Proposed Purchase Price Allocation has the meaning assigned to such term in Section 8.6.
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Proposed Purchase Price Allocation shall have the meaning specified in Section 10.08(f).
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Related to Proposed 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).

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

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

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

  • 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.

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

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

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

  • Deferred Purchase Price shall have the meaning set forth in Section 2(a).

  • VWAP Purchase Price means the lesser of (i) the Closing Sale Price on the VWAP Purchase Date; or (ii) ninety-seven percent (97%) of volume weighted average price for the Common Stock traded on the Principal Market during normal trading hours on (A) the VWAP Purchase Date if the aggregate shares traded on the Principal Market on the VWAP Purchase Date have not exceeded the VWAP Purchase Share Volume Maximum and the Sale Price of Common Stock has not fallen below the VWAP Minimum Price Threshold (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), or (B) the portion of the VWAP Purchase Date until such time as the sooner to occur of (1) the time at which the aggregate shares traded on the Principal Market has exceeded the VWAP Purchase Share Volume Maximum, or (2) the time at which the Sale Price of Common Stock falls below the VWAP Minimum Price Threshold (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).

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

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

  • Allocation Notice shall have the meaning assigned to such term in Section 11.14(i) hereof.

  • Allocation has the meaning set forth in Section 3.3.

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

  • Proposed Purchaser shall have the meaning set forth in Section 5.7(a).

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

  • Allocated Purchase Price means with respect to each Purchaser, the dollar amount set forth opposite such Purchaser’s name under the heading “Allocated Purchase Price” on Schedule A hereto.

  • Purchase Price has the meaning set forth in Section 2.2.

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

  • 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.

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

  • 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.

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