Adjustment; Allocation Sample Clauses
The "Adjustment; Allocation" clause defines how certain amounts, responsibilities, or benefits are recalculated and distributed between parties under specified circumstances. In practice, this clause may address how costs, revenues, or liabilities are adjusted if underlying assumptions change, or if specific events occur, such as regulatory changes or unforeseen expenses. Its core function is to ensure fairness and flexibility by providing a clear mechanism for reallocating financial or operational impacts, thereby reducing disputes and maintaining balance between the parties.
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Adjustment; Allocation. (a) The Consideration is based on the value of the Assets as determined by OMEGA from the information set forth in the Financial Statement.
(b) The Consideration shall be subject to adjustments at Closing for: (i) prepaid and underpaid rent and other lease obligations, if the leases are to be continued after Closing, as well as for other agreed normal and customary prepaid and underpaid expenses; (ii) any accrued but unpaid salaries, bonuses and other compensation, fringe and health insurance benefits, employment or payroll taxes and related employment obligations and (iii) any accounts payable of the Orthodontic Practice which have accrued prior to the Effective Time and which remain unpaid as of such time (the "Accounts Payable") in excess of an amount equal to one-half (1/2) of one "Average" month of gross income from the Orthodontic Practice. As used herein, Average shall mean an average of the Accounts Payable of the Orthodontic Practice using the last twelve months prior to the end of the month immediately preceding the Effective Time.
(c) The adjustments to the Consideration, if any, shall be applied in the following order of priority; first to the Cash Component, second, to the Note Component, and the balance, if any, to the Stock Component.
(d) The parties hereby agree to allocate the Consideration among the Assets in accordance with Section 1060 of the Code on the basis of the fair market value of the Assets as of the Closing, which allocation shall be reduced to writing and acknowledged by the parties hereto within thirty (30) days following the Closing. The parties agree to file timely any information that may be required to be filed pursuant to regulations promulgated under Section 1060(b) of the Code. The parties further agree that they shall report the federal, state, municipal, foreign and local and other tax consequences of the purchase and sale hereunder in a manner consistent with the allocation determined pursuant to this section, and that they shall not take any position inconsistent therewith in connection with any tax return, refund claim, litigation or otherwise.
Adjustment; Allocation. Pursuant to the terms of Exhibit B, Buyer and Seller have allocated the Purchase Price among the Company Assets as set forth on Exhibit F and such values shall be used for purposes of calculating adjustments to the Base Purchase Price under the procedures set forth on Exhibit B. Notwithstanding anything herein to the contrary, neither Party shall be bound for Tax purposes by the Allocated Values (as defined in Exhibit B) set forth on Exhibit F to this Agreement.