Purchase Price Allocation Statement definition

Purchase Price Allocation Statement shall have the meaning set forth in Section 3.3(a).

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Purchase Price Allocation Statement has the meaning set forth in Section 2.7.

Purchase Price Allocation Statement shall have the meaning set forth in Section 5.11(b).

Examples of Purchase Price Allocation Statement in a sentence

Purchaser and Sellers Representative shall, during the 15 days following any such notification of disagreement, use commercially reasonable efforts to reach agreement on the Purchase Price Allocation Statement.
If within 30 days of receiving the Purchase Price Allocation Statement, Sellers Representative has not objected, the Purchase Price Allocation Statement shall be final and binding.
Purchaser and Sellers Representative shall agree in good faith to revisions to the Purchase Price Allocation Statement to reflect the Deferred Payment, subject to any adjustments made pursuant to this Agreement (including, without limitation, Section 9.6), paid to the SS Sellers or other adjustments to the Total Consideration.
If Sellers Representative disagrees with the proposed Purchase Price Allocation Statement, Sellers Representative may, within 30 days of receipt of the proposed Purchase Price Allocation Statement, notify Purchaser of its disagreement.
No Party shall take or permit others to take on its behalf any position for Tax purposes that is inconsistent with the Purchase Price Allocation Statement unless required to do so pursuant to a final “determination” as defined in Section 1313(a) of the Code (or corresponding provision of state, local, or foreign Law).
All Tax Returns and reports filed by P▇▇▇▇▇▇▇▇ and the Selling Parties shall be prepared consistently with the Purchase Price Allocation Statement (as finally determined and revised in accordance with this Section 3.5(b)).

More Definitions of Purchase Price Allocation Statement

Purchase Price Allocation Statement has the meaning assigned to such term in Section 2.4.

Purchase Price Allocation Statement. Purchaser and the Seller shall agree in good faith to revisions to the Purchase Price Allocation Statement to reflect any purchase price adjustments, including the payment of the Earn-Out Payment pursuant to Section 3.3. In the event that Purchaser and the Seller are unable to agree on the Purchase Price Allocation Statement within thirty (30) days following Purchaser’s delivery of such statement to the Seller, Purchaser and the Seller shall submit such dispute to the Independent Accountant to be resolved in accordance with the provisions of Section 2.7(b). All Tax Returns and reports filed by Purchaser and the Seller shall be prepared consistently with such allocation (as revised in accordance with this Section 2.7(a)).

Purchase Price Allocation Statement which shall be consistent with the Intended Tax Treatment and the principles of Code Section 1060 and prepared in accordance with the methodologies set forth on Exhibit C. If within 30 days of receiving the Purchase Price Allocation Statement, Sellers Representative has not objected, the Purchase Price Allocation Statement shall be final and binding. If Sellers Representative disagrees with the proposed Purchase Price Allocation Statement, Sellers Representative may, within 30 days of receipt of the proposed Purchase Price Allocation Statement, notify Purchaser of its disagreement. Purchaser and Sellers Representative shall, during the 15 days following any such notification of disagreement, use commercially reasonable efforts to reach agreement on the Purchase Price Allocation Statement. If Purchaser and Sellers Representative are unable to agree within such period, the Parties shall retain the Resolution Accountants to settle their dispute, provided that the Resolution Accountants shall be instructed to utilize the methodologies for determining fair market value as set forth on Exhibit C. The determination of the Resolution Accountants shall be final and binding on all Parties absent fraud or manifest error. The costs of the Resolution Accountants shall be shared equally by Purchaser, on the one hand, and Sellers, on the other hand. Purchaser and Sellers Representative shall agree in good faith to revisions to the Purchase Price Allocation Statement to reflect the Deferred Payment, subject to any adjustments made pursuant to this Agreement (including, without limitation, Section 9.6), paid to the SS Sellers or other adjustments to the Total Consideration. All Tax Returns and reports filed by P▇▇▇▇▇▇▇▇ and the Selling Parties shall be prepared consistently with the Purchase Price Allocation Statement (as finally determined and revised in accordance with this Section 3.5(b)). No Party shall take or permit others to take on its behalf any position for Tax purposes that is inconsistent with the Purchase Price Allocation Statement unless required to do so pursuant to a final “determination” as defined in Section 1313(a) of the Code (or corresponding provision of state, local, or foreign Law).

Purchase Price Allocation Statement. Purchaser and Sealweld Canada shall agree in good faith to revisions to the Purchase Price Allocation Statement to reflect any purchase price adjustments. In the event that Purchaser and Sealweld Canada are unable to agree on the Purchase Price Allocation Statement within thirty (30) days following Purchaser’s delivery of such statement to Sealweld Canada, Purchaser and Sealweld Canada shall submit such dispute to the Arbiter to be resolved in accordance with the provisions of Section 3.4(b) below. All Tax Returns and reports filed by Purchaser and Sealweld Canada shall be prepared consistently with such allocation (as revised in accordance with this Section 3.4(a)).