Purchase Allocation definition
Examples of Purchase Allocation in a sentence
Within seventy-five (75) days of the final determination of the Net Working Capital, Purchaser shall deliver to the Seller Representative a draft schedule allocating the Purchase Price (other than the Earn-out Payments) among the assets of the Target Companies and its Subsidiaries (the “Purchase Price Allocation Schedule”) and a draft appraisal from an independent valuation firm supporting the Purchase Allocation Schedule.
If any Conduit declines to make a proposed purchase, the balance of the Purchase Allocation for such Purchaser Group shall be made by such Purchaser Group’s Financial Institutions ratably in accordance with their Pro Rata Shares within such Purchaser Group.
As soon as reasonably practicable and no later than ninety (90) days after the final determination of the Section 2.16(a) Amounts pursuant to Section 2.16, E▇▇▇▇▇▇ shall deliver to Ruby a draft statement (the “Proposed Foreign Allocation Statement,” and together with Proposed JV NewCo Allocation Statement, the “Proposed Allocation Statements”) setting forth the Foreign Purchase Allocation, which shall be finalized in accordance with Section 2.13(e).
In no event shall the liability of the Subscriber pursuant to this paragraph exceed the dollar amount of the Purchase Allocation.
The Subscriber’s “Target Allocation” shall equal (i) such Subscriber’s Purchase Allocation; divided by (ii) the then applicable Maximum Price.
The parties acknowledge and agree that FIC may reallocate the amounts specified in Section 2.6 among the Seller Parties and modify the Purchase Allocation Formula to the extent requested by the Seller Parties and approved by the New York State Department of Insurance; provided, however, that no more than $2.4 million ($2,400,000) will be allocated to any Person other than the Insurance Subsidiaries.
If Purchasers disagree with the Proposed Closing Purchase Allocation, Purchasers may, within thirty (30) days after delivery of the Proposed Closing Purchase Allocation, provide any comments to Sellers with respect to such Proposed Closing Purchase Allocation.