Agreed Allocation Sample Clauses

Agreed Allocation. Purchaser and Seller agree that the fair market value allocation of the Purchase Price among the Acquired Assets (the "Agreed Allocation") is set forth on SCHEDULE 2.06. The provisions of this Section 2.06 shall survive the Closing without limitation.

Agreed Allocation. The Base Purchase Price shall be allocated among the Acquired Shares and the aggregate Acquired Assets sold by each Asset Seller in accordance with Schedule 2.6(a). (b)

Agreed Allocation. Promptly following the mutual execution of this Agreement, Buyer agrees, at its sole cost and expense, to engage an independent third party appraiser reasonably acceptable to Xcerra and having at least fifteen (15) years’ experience as a duly licensed or certified appraiser of real estate in California (the “Certified Appraiser”) for purposes of conducting an appraisal of the Acquired Owned Real Property. At least five (5) business days prior to Closing, Buyer agrees to deliver the Certified Appraiser’s appraisal report (“Appraisal Report”) with respect to the Acquired Owned Real Property to Xcerra, and Buyer and Xcerra agree that the Purchase Price shall be allocated to the Acquired Owned Real Property as set forth on Schedule 2.3(a) to be attached hereto prior to Closing consistent with the value assigned to the Acquired Owned Real Property as set forth in the Appraisal Report. Notwithstanding the provisions of Section 2.3(b), the allocation of the Purchase Price to the Acquired Owned Real Property shall not be changed from the allocation set forth in Schedule 2.3(a). For purposes of this Agreement and the Preliminary Change of Ownership Report (Form BOE-502-A) to be delivered by Buyer pursuant to Section 4.9(c)(ii), the purchase price of the Acquired Owned Real Property hereunder shall be deemed to be the amount allocated to the Acquired Owned Real Property as set forth on Schedule 2.3(a) consistent with the value assigned to the Acquired Owned Real Property as set forth in the Appraisal Report.

Agreed Allocation. Following the date hereof, Dover and Buyer shall attempt in good faith to agree on an allocation of the Base Cash Purchase Price and the original principal amount of the Promissory Note among the Acquired Shares and the aggregate Acquired Assets to be sold by each Asset Seller, based on their relative net fair market values. If Dover and Buyer are able to agree on such an allocation not later than ten (10) days prior to the Closing Date, then such agreed allocation shall be set forth on a written schedule and attached to this Agreement as Schedule 2.5(a) not later than five (5) days prior to the Closing Date and the Closing Payment shall be remitted in accordance with Section 2.2(b)(i). If Dover and Buyer are unable to agree on such an allocation earlier than ten (10) days prior to the Closing Date (or such later time as the parties mutually agree), the Closing Payment shall be remitted in accordance with Section 2.2(b)(ii).