Common use of Adjustment; Allocation Clause in Contracts

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. (a) i. The Consideration is based on the value of the Assets as determined by OMEGA from the information set forth in the Financial Statement. At OMEGA's option, OMEGA will cause an audit (the "Audit") of the Financial Statement and the books and records of the PC to be completed prior to Closing to confirm the accuracy and completeness of the information in the Financial Statement. (b) ii. 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 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) iii. 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) iv. 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. attached Exhibit B. 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. (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, 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. (a) i. The Consideration is based on the value of the Assets as determined by OMEGA from the information set forth in the Financial Statement. (b) ii. 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 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) iii. 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) iv. The parties hereby agree to allocate the Consideration among the Assets in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended, 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. (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 obligations; and (iii) any accounts payable of the Orthodontic Practice which have accrued prior to the Effective Time Closing 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 gross income of the Orthodontic Practice using the last twelve months prior to the end of the month immediately preceding the Effective TimeClosing. (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. (db) The parties hereby agree to allocate the Consideration among the Assets in accordance with Section 1060 of the Internal Revenue Code (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 at 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. (a) The Consideration is based on the value of the Assets as mutually determined by OMEGA the parties 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 obligations; and (iii) any accounts payable of the Orthodontic Endodontic Practice which have accrued prior to the Effective Time Closing 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 Endodontic Practice. As used herein, Average shall mean an average of the Accounts Payable gross income of the Orthodontic Endodontic Practice using the last twelve months prior to the end of the month immediately preceding the Effective TimeClosing. (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 Internal Revenue Code (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.