Examples of Seller Allocation Notice in a sentence
Should Seller timely deliver a Seller Allocation Notice, Seller and Buyer shall negotiate in good faith to resolve any disputed items set forth therein and shall reduce such agreement, if any, to writing, and the allocations in the Asset Acquisition Statement as revised to reflect such agreement shall be the “Final Allocation”.
Should the Sellers’ Representative timely deliver a Seller Allocation Notice, the Sellers’ Representative and Buyer shall negotiate in good faith to resolve any disputed items set forth therein.
If Seller does not timely deliver a Seller Allocation Notice, Seller will be deemed to have agreed to Buyer’s Draft Allocation.
Should the parties fail to resolve any disputed items within 30 days of timely delivery of a Seller Allocation Notice, the parties shall submit the disagreement to resolution by the Accounting Expert.
Should the Seller fail to timely deliver a Seller Allocation Notice to the Buyer, the seller shall be deemed to have agreed with the Buyer’s proposed Interim Allocation Statement upon the expiration of such 30 day period.
At the Closing, Buyer shall pay to Sellers, in accordance with Section 3.2, the Base Purchase Price, allocated among Sellers as specified in the Seller Allocation Notice, less the Escrow Amount set forth in Section 3.2(b) hereof.
Should the Seller timely deliver a Seller Allocation Notice, the Seller and the Buyer shall negotiate in good faith to resolve any disputed items set forth therein and shall reduce such agreement to writing.
Each party shall bear its respective costs related to arbitration, and the fees of the arbitrator shall be borne equally by Buyer (50%) and Sellers (50%) and allocated among Sellers as specified in the Seller Allocation Notice.
Any payments made under Section 2.3(c) shall be by Wire Transfer and, if to or by Sellers, shall be allocated among Sellers in the same proportion as the Purchase Price as specified on the Seller Allocation Notice.
Any payments made under Section 2.3(b) shall be by Wire Transfer and, if to or by Sellers, shall be allocated among Sellers in the same proportion as the Purchase Price as specified in the Seller Allocation Notice.