Purchase Price Allocation Agreement definition

Purchase Price Allocation Agreement means the agreement to be entered into at Closing between the Seller and the Purchaser substantially in the form set out in Schedule 8, and after agreement or determination of the Purchase Price allocation pursuant to Clause 3.2;
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Purchase Price Allocation Agreement means the agreement to be entered into at Completion between the Seller and the Purchaser substantially in the form set out in Schedule 14 and after agreement or determination of the indicative Purchase Price allocation pursuant to Clauses 4.3 and 4.4;
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Purchase Price Allocation Agreement as defined in Section 2.5.
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Examples of Purchase Price Allocation Agreement in a sentence

  • The allocation of the Purchase Price agreed upon by the parties pursuant to this Section shall be reduced to a writing executed and delivered by Seller and Purchaser to each other (the "Purchase Price Allocation Agreement").

  • The Parties agree to allocate the Purchase Price among the Purchased Assets (and all other capitalizable costs) among the Purchased Assets for all purposes (including financial accounting and tax purposes) in accordance with the Purchase Price Allocation Agreement attached hereto as Exhibit 2(h).

  • Purchaser and Seller shall negotiate in good faith in an attempt to agree on the allocation of the Purchase Price until the earlier of (i) the date which is ninety (90) days after the Closing Date or (ii) the date on which Purchaser and Seller execute and deliver an allocation agreement reflecting the agreement between Purchaser and Seller on the allocation of the Purchase Price ("Allocation Agreement").

  • Each party agrees not to take any position that is adverse to or inconsistent with the Purchase Price Allocation Agreement in any tax return or other similar filing made by such party with any governmental taxing authority, including the United States Internal Revenue Service unless otherwise required by an applicable taxing authority.

  • For all Tax ---------------------------------------------------- purposes, Purchaser and Seller agree to report the transactions contemplated in this Agreement in a manner consistent with the Purchase Price Allocation Agreement, and will not take any position inconsistent therewith in any Tax return, in any refund claim, in any litigation or otherwise, unless required to do so by a governmental authority.

  • Any subsequent adjustments to the allocable Purchase Price shall be reflected in the Purchase Price Allocation Agreement in a manner consistent with Treasury Regulation Section 1.1060-lT(f).

  • The Seller and the Purchaser, each acting reasonably and in good faith shall endeavour to agree such allocation, and the form of the Purchase Price Allocation Agreement, between the date of the Offer Letter and Closing.

  • For all Tax purposes, Purchaser and Seller agree to report the transactions contemplated in this Agreement in a manner consistent with the Purchase Price Allocation Agreement, and will not take any position inconsistent therewith in any Tax return, in any refund claim, in any litigation or otherwise, unless required to do so by a governmental authority.

  • After the Closing, the parties shall make consistent use of the allocation principles embodied in the Purchase Price Allocation Agreement for all Tax purposes and in all filings, declarations and reports with the IRS in respect thereof, including the reports required to be filed under Section 1060 of the Code.

  • The Asset Purchase Price, and the MRS II Note shall be subject to adjustment with respect to the cash amounts paid at Closing in accordance with SECTION 2.3. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) for all purposes (including financial accounting and tax purposes) among the Purchased Assets in accordance with the Purchase Price Allocation Agreement attached hereto as EXHIBIT 2.1(B).


More Definitions of Purchase Price Allocation Agreement

Purchase Price Allocation Agreement shall have the meaning specified in Section 2.4.
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Related to Purchase Price Allocation Agreement

  • Purchase Price Allocation Schedule has the meaning set forth in Section 5.11(f)(ii).

  • Purchase Price Allocation has the meaning set forth in Section 2.6(a).

  • Tax Allocation Agreement means the Tax Allocation Agreement between Corporation and New D&B.

  • Allocation Agreement or “Agreement” shall mean this NMTC Program Allocation Agreement between the Fund and the Allocatee and Subsidiary Allocatee, as the case may be, including the Organization Specific Terms and Conditions (Schedule 1) and the General Allocation Terms and Conditions (Schedule 2) and any attachments hereto, as such Agreement may, from time to time, be amended in accordance with its terms.

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

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

  • Purchase Price and Terms Letter With respect to each purchase of a Mortgage Loan Package hereunder, that certain letter agreement setting forth the general terms and conditions of such transaction consummated herein and identifying the Mortgage Loans to be purchased hereunder, by and between the Company and the Purchaser. Purchaser: Xxxxxx Brothers Bank, FSB or its successor in interest or any successor to the Purchaser under this Agreement as herein provided.

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

  • Purchase Price Adjustment shall have the meaning specified in Section 3.02.

  • Post-Closing Agreement shall have the meaning set forth in Section 8.9.

  • 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.

  • Sale and Contribution Agreement means the Sale and Contribution Agreement dated as of the date hereof, between the Seller, as seller, and the Borrower, as buyer, as amended, restated, supplemented or otherwise modified from time to time.

  • Alternate VRDP Shares Purchase Agreement means any agreement with a successor liquidity provider replacing the VRDP Shares Purchase Agreement (or any replacement therefor) upon its termination in accordance with its terms and containing a Purchase Obligation substantially similar to the Purchase Obligation therein, as determined by the Fund.

  • Master Settlement Agreement means the settlement agreement and related documents entered into on November 23, 1998, by the state and leading United States tobacco product manufacturers.

  • Post-Closing Adjustment Amount has the meaning set forth in Section 2.04(c).

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

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Company, Xxxx Capital Partners, LLC and the escrow agent (the “Escrow Agent”) identified therein, in the form of Exhibit B hereto.

  • Stock Purchase Price has the meaning set forth in Section 2 of the Subscription Agreement.

  • Asset Purchase Agreement has the meaning set forth in the Recitals.

  • hire-purchase agreement means an agreement, other than a conditional sale agreement, under which—

  • Sale and Purchase Agreement means all the agreements entered into from time to time (whether before, on or after the date of this Agreement) by the Borrower for the sale of the Units and shall include any one or more or all of the Sale and Purchase Agreements.

  • Purchase Agreement Assignment means that certain Purchase Agreement Assignment [NW 1997 J], dated as of March 18, 1998, between Lessee and Lessor, as the same may be amended, supplemented or modified from time to time, with a form of Consent and Agreement to be executed by the Manufacturer attached thereto.

  • Unit Purchase Agreement means the Common Unit and Class B Unit Purchase Agreement, dated as of December 1, 2006, among the Partnership and the purchasers named therein.

  • Price Agreement means a definite quantity contract or indefinite quantity contract which requires the contractor to furnish items of tangible personal property, services or construction to a state agency or a local public body which issues a purchase order, if the purchase order is within the quantity limitations of the contract, if any.

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