Purchase Price Allocation Sample Clauses
The Purchase Price Allocation clause defines how the total purchase price in a transaction will be distributed among the various assets or components being acquired. Typically, this involves assigning specific values to tangible and intangible assets, such as equipment, inventory, intellectual property, or goodwill, often in accordance with tax regulations or accounting standards. By clearly outlining the allocation, this clause helps both parties comply with tax reporting requirements and minimizes the risk of future disputes regarding asset values or tax liabilities.
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Purchase Price Allocation. (a) As soon as practicable after the date of this Agreement, Seller shall prepare and deliver to Purchaser: (i) a proposed allocation of the Assumed Liabilities by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, ▇▇▇▇▇▇ and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and ▇▇▇▇▇▇, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and ▇▇▇▇▇▇ shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and ▇▇▇▇▇▇ do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated All...
Purchase Price Allocation. (i) Seller and Buyer agree to allocate the Purchase Price among the Transferred Entities for all Tax purposes in accordance with this Section 6.5(g). None of Seller or Buyer (nor any of their respective Affiliates) shall file any Tax Return or take a position with a Government Entity that is inconsistent with the allocation as determined below (the “Allocation”), including any amendments, except (i) as provided in a “determination” (within the meaning of Section 1313(a) of the Code or any similar state, local or foreign Tax provision) and (ii) to the extent required by applicable Law for the purposes of the United Kingdom stamp duty.
(ii) Buyer shall present a draft of the allocation (the “Proposed Allocation”) to Seller for review within 90 days after the date hereof. Except as provided in subparagraphs (A) and (B) below, at the close of business on the date of Closing, the Proposed Allocation shall become binding upon Buyer and Seller and shall be the Allocation.
(A) Seller shall consent to the Proposed Allocation, or raise any objection to the Proposed Allocation, in writing within 30 days of the delivery of the Proposed Allocation. If Seller presents an objection to any part of the Proposed Allocation within such time period, Buyer and Seller shall negotiate in good faith to resolve any such objection within 30 days after delivery of any such objection by Seller. If, after consideration of such objections of Seller, Buyer and Seller reach written agreement amending the Proposed Allocation, the Proposed Allocation, as amended by such written agreement, shall become binding upon Buyer and Seller and their Affiliates and shall be the Allocation.
(B) If Buyer and Seller cannot resolve any objection raised by Seller with respect to the Proposed Allocation within the 30-day time limit set forth in paragraph (A), the parties shall promptly submit the item to a mutually acceptable internationally recognized accounting or law firm for final resolution, such resolution to be reflected in the Allocation.
(C) Subject to the foregoing paragraphs (A) and (B), the Cash Purchase Price, Buyer Common Stock and Buyer Series B Preferred Stock shall be allocated to each of the Transferred Entities in a manner consistent with a Schedule which shall be prepared by Buyer and furnished to Seller for Seller’s consent within 15 days following final resolution of the allocation hereunder, such consent by Seller not to be unreasonably withheld.
(iii) In the event that there is any...
Purchase Price Allocation. Within one hundred eighty (180) days after the Closing Date, Buyer and Seller shall use their good faith efforts to agree upon the allocation (the “Allocation”) of the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under the IRC), as adjusted pursuant to Section 3.2, among the Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with Section 1060 of the IRC and the Treasury Regulations thereunder. If Buyer and Seller are unable to resolve any dispute regarding the Allocation within such one hundred eighty (180) day period, such dispute shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent with the Allocation, and (b) neither Buyer nor Seller will take any Tax position before any Governmental Body or in any Proceeding with respect to Tax that is in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1.
Purchase Price Allocation. The Parties agree that the transactions contemplated hereby will be treated for federal income Tax purposes as a purchase and sale of the Company Assets. Seller shall prepare, and deliver to Buyer, more than thirty (30) days before Closing, an allocation of the Purchase Price and assumed obligations among the Company Assets in accordance with Section 1060 of the Code and the Treasury regulations promulgated thereunder (the “Allocation”). Buyer shall have twenty (20) days from the receipt of the Allocation or any update thereto to review and comment on the Allocation, after which Seller and Buyer shall reasonably agree on such Allocation by the time of the Closing. Seller shall use commercially reasonable efforts to update the Allocation in a manner consistent with Section 1060 of the Code following any adjustments to the Purchase Price pursuant to this Agreement. Seller shall provide Buyer with any such updated Allocation, and Buyer shall have thirty (30) days from the receipt of the Allocation or any update thereto to review and comment on such adjustments to the Allocation, after which Seller and Buyer shall reasonably agree on such adjustments. Disputes under this Section 2.8 shall be resolved under the procedures described in Section 2.7(b). Seller and Buyer shall report consistently with the Allocation in all Tax Returns, including IRS Form 8594, which Seller and Buyer shall timely file with the IRS, and neither Seller nor Buyer shall take any position in any return that is inconsistent with the Allocation, as adjusted, in each case, unless required to do so by a final determination as defined in Section 1313 of the Code.
Purchase Price Allocation. (a) Not less than seven (7) days prior to the Closing, the Sellers shall deliver to Buyer a schedule allocating the applicable portion of the Purchase Price attributable to each Real Property owned by the Acquired Companies (other than, for the avoidance of doubt, Dockspot UK Limited) and, with respect to each such Real Property, to the aggregate real property attributable to such Real Property, in each case, to the extent that Transfer Tax is due and payable at Closing with respect to such Real Property (the “Transfer Tax Purchase Price Allocation”) for Buyer’s review, comment and approval (such approval not to be unreasonably withheld, conditioned or delayed). Following the parties’ agreement, the Transfer Tax Purchase Price Allocation shall be binding on the parties for purposes of filing Tax Returns related to Transfer Tax pursuant to Section 8.4(a). Unless otherwise agreed by the parties, the Transfer Tax Purchase Price Allocation between the Sellers shall be consistent with the Sellers’ Pro Rata Portions.
(b) The parties agree that the Purchase Price (including all other amounts treated as consideration for U.S. federal income tax purposes) (the “Tax Purchase Price”) shall be allocated among the assets of each Acquired Company, other than the Delayed Consent Subsidiaries, and the equity interests of Dockspot UK Limited (unless it is a Delayed Consent Subsidiary) in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provision of state, local or non-U.S. Law, as appropriate) (the “Purchase Price Allocation”). Unless otherwise agreed by the parties, the Purchase Price Allocation between the Sellers shall be consistent with the Sellers’ Pro Rata Portions. For the avoidance of doubt, for U.K. tax purposes, no amount is being paid or allocated to the direct owner of the equity interests of Dockspot UK Limited in respect of such equity interests. Within sixty (60) days after the determination of the post-Closing adjustments to the Purchase Price pursuant to Section 2.9, the Sellers shall deliver a copy of the Purchase Price Allocation to Buyer. Buyer shall, within thirty (30) days after receipt of the Purchase Price Allocation from the Sellers, notify the Sellers if Buyer disagrees with such allocation, and if Buyer does not so notify the Sellers within such thirty (30) day period, the Purchase Price Allocation shall be final and binding on the parties. If Buyer disagrees with such Purchase Price Al...
Purchase Price Allocation. (a) The allocation of the purchase price between the Sold Shares, as adjusted pursuant to this Section 2.6 (the “Purchase Price Allocation Statement”), shall be prepared in accordance with the methodology agreed to by the parties and set forth on Section 2.6(a) of the Buyer Disclosure Schedule. No later than two (2) Business Days prior to the Closing Date, Buyer shall prepare and deliver to Seller an estimated allocation of the purchase price between the Sold Shares, as adjusted pursuant to this Section 2.6 (the “Purchase Price Allocation Statement”), prepared in a manner consistent with the methodology agreed to by the parties, reflecting the allocation of the Estimated Purchase Price between the Sold Shares. On the Determination Date, Buyer shall deliver a final Purchase Price Allocation Statement, prepared in a manner consistent with the methodology agreed to by the parties, reflecting the allocation of the Final Purchase Price between the Sold Shares.
(b) Seller and Buyer shall work in good faith to resolve any disputes relating to the final Purchase Price Allocation Statement. If Seller and Buyer are unable to agree to such allocation within thirty (30) days of the delivery of the Purchase Price Allocation Statement to Seller, Seller and Buyer agree to promptly submit the matter to the CPA Firm for resolution. Seller and Buyer will share equally the fees and expenses of the CPA Firm with respect to such a resolution.
(c) In the event an adjustment to the Final Purchase Price is made under this Agreement, the final Purchase Price Allocation Statement shall be adjusted in a manner consistent with the procedures set forth in this Section 2.6. Seller and Buyer agree that they will not, and will not permit any of their respective Affiliates to, take a position (except as required pursuant to any order of a Taxing Authority) on any Tax Return or in any audit or examination before any Taxing Authority that is in any way inconsistent with the final Purchase Price Allocation Statement, as adjusted herein.
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Purchase Price Allocation. The Parties agree that the Purchase Price, the Assumed Liabilities and any other relevant items or adjustments (and all other capitalized costs) will be allocated among the Purchased Assets in a manner consistent with Section 1060 of the Code, the regulations promulgated by the U.S. Department of Treasury thereunder, and the principles set forth in Schedule 6.2. Following the Closing Date, Seller will prepare and deliver to Purchaser a draft allocation schedule (the “Proposed Allocation Schedule”). Purchaser shall be entitled to propose to Seller any reasonable changes (such proposal, an “Allocation Objection Notice”) to the Proposed Allocation Schedule within 20 days of the receipt thereof. If Purchaser does not timely file an Allocation Objection Notice, such Proposed Allocation Schedule shall be deemed the “Final Allocation Schedule”. If Purchaser timely delivers an Allocation Objection Notice to Seller, Purchaser and Seller agree to negotiate in good faith to agree upon the Proposed Allocation Schedule, and the allocation as agreed to in writing by the Parties shall be deemed the Final Allocation Schedule. Unless otherwise required by applicable Law, all Returns filed, and Tax positions taken, by Purchaser and Seller will be consistent with such Final Allocation Schedule. If the values set forth on the Final Allocation Schedule are disputed by any Tax authority, as between Purchaser and Seller, the Party receiving notice of such dispute promptly will notify the other Party concerning the existence of such dispute and the Parties will consult with each other with respect to all issues related to the Final Allocation Schedule in connection with such dispute.
Purchase Price Allocation. (a) Seller and Purchaser agree to allocate the Purchase Price and Assumed Liabilities among Seller, each Selling Subsidiary and Transferred Subsidiary in accordance with Schedule B attached hereto (the “Worldwide Purchase Price Allocation Schedule”). Seller and Purchaser agree to allocate any subsequent adjustment to the Purchase Price or Assumed Liabilities among Seller, each Selling Subsidiary and Transferred Subsidiary in accordance with the Worldwide Purchase Price Allocation Schedule. None of the Parties or any Affiliate thereof shall take, or permit any Affiliate to take, any position for any Tax purpose (whether in connection with audits, Tax Returns or otherwise) that is inconsistent with the Worldwide Purchase Price Allocation Schedule, except as required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar adjustment required under any similar provision of state, local, or non-US tax Law).
(b) Within one hundred twenty (120) Business Days after the Closing Date, Seller shall deliver to Purchaser a statement (the “US Allocation Statement”), allocating the portion of the Final Purchase Price that was allocated to Seller pursuant to Section 2.9(a) (plus Assumed Liabilities, to the extent properly taken into account under applicable Law) to the Purchased Assets acquired by Purchaser in accordance with the Worldwide Purchase Price Allocation Schedule and Section 1060 of the Code. If within sixty (60) Business Days following the delivery of the US Allocation Statement, Purchaser objects to such US Allocation Statement to Seller in writing, Seller and Purchaser shall negotiate in good faith to attempt to resolve their disagreement and agree on the US Allocation Statement. Should such foregoing negotiations not result in an agreement within fifteen (15) Business Days after receipt by Seller of such written objection from Purchaser, then either (a) Purchaser or (b) Seller may submit this matter to the Independent Accountant. The Independent Accountant will deliver to Purchaser and Seller a written determination of the final US Allocation Statement within thirty (30) days of the submission of the dispute to the Independent Accountant, which determination shall be final, binding and conclusive on the Parties absent manifest error. All fees and expenses relating to the work, if any, to be performed by the Independent Accountant pursuant to this Section 2.9(b) will be borne fifty percent (50%) by Purchaser and fifty ...
Purchase Price Allocation. The parties agree that the portion of the Purchase Price allocated to the purchase of the Trident Shares that are shares of Trident ECP is $1.00 and that the remainder of the Purchase Price is allocated to the Trident Shares that are shares of Trident ECG, the MECG Units, the VECG Units and the ETCF Units. The Buyer shall, within 90 days following the Closing, submit to the Seller Representative an initial determination of the allocation among the assets of ECG of the portion of the Purchase Price as determined for U.S. federal income Tax purposes allocated to the purchase of the MECG Units, the VECG Units and the ETCF Units consistent with the principles set forth on Schedule 7.5 of the Disclosure Schedules. Within 30 days of receipt, the Seller Representative shall notify Buyer if it disagrees with such initial determination, and if it does not so notify the Buyer within such 30 day period the initial determination shall be final and binding on the parties. If the Seller Representative disagrees with such initial determination, the Seller Representative and the Buyer shall make a good faith effort to resolve the dispute. If the Seller Representative and the Buyer have been unable to resolve their differences within 30 days after the Buyer has been notified of the Seller Representative’s disagreement with the initial determination, then any remaining disputed issues shall be submitted to the Independent Accounting Firm, which shall resolve the disagreement in a final binding manner in accordance with the dispute resolution procedure set forth in Section 2.6(c) applied mutatis mutandis. The parties shall report and file their respective Tax Returns in accordance with the allocation as finally determined and shall not take any position on any Tax Return, in any audit, administrative, or judicial proceeding, or otherwise that is inconsistent with such treatment except as otherwise required by applicable Law.