Examples of Final Allocation Statement in a sentence
For the avoidance of doubt, in administering any Legal Proceeding, the Bankruptcy Court shall not be required to apply the Final Allocation Statement in determining the manner in which the Purchase Price should be allocated as between Sellers and their respective estates.
If, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below.
For the avoidance of doubt, in administering any Legal Proceeding, the Bankruptcy Court shall not be required to apply the Final Allocation Statement in determining the manner in which the Purchase Price should be allocated as between Seller and its respective estates.
Unless otherwise agreed by Xxxxxx and Buyer, any subsequent adjustment to the Final Purchase Price will be allocated based on the same principles, methods and percentages used in determining the Final Allocation Statement and the final Asset Allocation, in each case, as finally determined pursuant to this Section 2.07.
Concurrent with the delivery of the Final Allocation Statement, Parent shall also deliver an initial allocation of the Final Purchase Price attributable to the assets of Premark Packaging LLC (“Premark”) and its Subsidiaries, in accordance with Section 1060 of the Code (the “Asset Allocation”).
If the parties are unable to agree on an allocation within such five (5) day-period, the Proposed Allocation Statement, as amended to reflect those changes agreed to by the parties during such five (5) day-period, shall be the Final Allocation Statement.
Parent and Buyer agree that the Final Allocation Statement shall reflect the fair market value of the Participations Intercompany Loan, each of the IPG Transferred Entities, and each of the German Equity Interests.
The portion of the Purchase Price allocated to each Purchased Asset pursuant to the Final Allocation Statement is referred to herein as the “Allocated Value” of such Purchased Asset.
Parent and Xxxxx shall cooperate and negotiate in good faith to agree on the final determination of the Final Allocation Statement and Asset Allocation within sixty (60) days thereafter.
If, after sixty (60) days, Xxxxxx and Buyer cannot agree on the final determination of the Final Allocation Statement or Asset Allocation, any dispute or objection remaining unresolved shall be submitted to the Independent Firm for resolution and the decision of the Independent Firm shall be final, conclusive and binding on the parties hereto.