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 a proposed allocation of the Purchase Price 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 (together the “Estimated Allocation”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation, Seller shall make its Representatives reasonably and timely available to Purchaser, ▇▇▇▇▇▇ and their respective Representatives to discuss the Estimated Allocation. The Estimated Allocation 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, the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation by delivering written notice to that effect to Seller and ▇▇▇▇▇▇, in which case the Estimated Allocation 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 within such fifteen (15) day period, then the Estimated Allocation shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and ▇▇▇▇▇▇ (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation accepted by the Parties and ▇▇▇▇▇▇ or determined b...
Purchase Price Allocation. The Emdeon Entities shall prepare an allocation of the Merger Consideration (and other costs required to be capitalized) to the “sale” portion of the transaction in accordance with Section 1060 of the Code and the applicable Treasury Regulations thereunder and the “Code section 721 contribution” portion of the transaction (the “Purchase Price Allocation”) and shall, no later than forty-five (45) days after the Closing Date, provide the Purchase Price Allocation to the Members’ Representative for the Members’ Representative’s review and approval. The Members’ Representative shall notify the Emdeon Entities of any objections to the Purchase Price Allocation within thirty (30) days after the Emdeon Entities provide the Purchase Price Allocation, and the Emdeon Entities and the Members’ Representative will work in good faith to try to resolve any differences. In the event that the Emdeon Entities and the Members’ Representative do not mutually agree with respect to the Purchase Price Allocation within ten (10) days after the Members’ Representative makes any objection, the dispute shall be resolved by Independent Accountants, as experts and not as an arbitrator, who shall review the Purchase Price Allocation and make any adjustments necessary thereto in accordance with Section 1060 of the Code and the applicable Treasury Regulations thereunder. The determination of the Independent Accountants shall be conclusive and binding on the parties. The Independent Accountants shall resolve any disputed items within thirty (30) days of having such items referred to them pursuant to such procedures as they may require. The costs, fees and expenses of the Independent Accountants for their engagement pursuant to this Section 6.6 shall be borne equally by the Emdeon Entities, on the one hand, and the Members’ Representative (on behalf of the Company Members), on the other hand. Each of the Emdeon Entities, the Company and the Members agree to file all Tax Returns using the Purchase Price Allocation, and none of them shall take a position on any Tax Return contrary to the Purchase Price Allocation unless otherwise required by law.
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. Promptly after the Closing Date, Buyer and Seller shall jointly retain Opportune LLP (the “Allocation Firm”) to prepare the allocation of the Purchase Price, the liabilities of the Company and any other amounts treated as consideration for U.S. federal income tax purposes among the Company Assets for Tax purposes in a manner consistent with the principles of Sections 1060 of the Code and the U.S. Treasury Regulations thereunder (“Purchase Price Allocation”). In connection therewith, Buyer and Seller shall enter into an engagement letter with the Allocation Firm, the terms of which shall be mutually agreed upon by Buyer and Seller. The cost of the Allocation Firm shall be paid by Buyer. Buyer and Seller shall use Commercially Reasonable Efforts to cause the Allocation Firm to provide such Purchase Price Allocation to the Parties within 120 days after the Closing Date. The Allocation Firm shall prepare the Purchase Price Allocation in reasonable consultation with Seller and Buyer prior to delivery of the Purchase Price Allocation. Seller and Buyer agree to (a) amend the Purchase Price Allocation to take into account any subsequent adjustments to the Purchase Price, in the manner consistent with the principles of Sections 1060 of the Code and the U.S. Treasury Regulations thereunder and (b) report the transactions contemplated by this Agreement consistently with the Purchase Price Allocation, as adjusted by the Parties, on all applicable Tax Returns, including Internal Revenue Service Form 8594, Asset Acquisition Statement, and will not assert, and will cause their Affiliates not to assert, in connection with any Tax Proceeding or other proceeding with respect to Taxes, any asset values or other items inconsistent with the amounts set forth on the Purchase Price Allocation, unless with the agreement of the other Party or otherwise required by applicable Law or a “determination” within the meaning of Section 1313(a)(1) of the Code. The Parties shall promptly advise each other regarding the existence of any Tax Proceeding related to the Purchase Price Allocation.
Purchase Price Allocation. Seller and Purchaser agree to allocate and, as applicable, to cause their relevant Affiliates to allocate, the Purchase Price (as finally determined pursuant to Section 2.9) and any other items that are treated as additional consideration for Tax purposes among the Purchased Assets (including among the assets of any Purchased Company that is disregarded as separate from its owner for U.S. federal income tax purposes) in accordance with the methodology set forth on Exhibit E attached hereto (the “Allocation Schedule”) for U.S. federal income tax purposes. No later than one hundred and eighty (180) days after the date on which the Purchase Price is finally determined pursuant to Section 2.9, Purchaser shall deliver to Seller a proposed allocation of the Purchase Price (as finally determined pursuant to Section 2.9) and any other items that are treated as additional consideration for Tax purposes as of the Closing Date determined in a manner consistent with the Allocation Schedule, Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Purchaser’s Allocation”). If Seller disagrees with Purchaser’s Allocation, Seller may, within thirty (30) days after delivery of Purchaser’s Allocation, deliver a written notice (the “Seller’s Allocation Notice”) to Purchaser to such effect, specifying those items as to which Seller disagrees and setting forth Seller’s proposed allocation. If the Seller’s Allocation Notice is duly delivered, Seller and Purchaser shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Purchase Price (as finally determined pursuant to Section 2.9) and any other items that are treated as additional consideration for Tax purposes. If Seller and Purchaser are unable to reach such agreement, they shall promptly thereafter cause the Independent Accounting Firm to resolve any remaining disputes. All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm shall be borne equally by Seller and Purchaser. Any allocation of the Purchase Price (as finally determined pursuant to Section 2.9) and any other items that are treated as additional consideration for Tax purposes determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with the Allocation Schedule. The allocation, as prepared by Purchaser ...
Purchase Price Allocation. (a) The Purchase Price allocated to the Equity Interests in each of the Purchased Entities and to the Purchased Assets (net of Assumed Liabilities) of each Asset Seller shall be in accordance with the Purchase Price Allocation Schedule attached hereto as Exhibit A-1, subject to adjustment pursuant to Section 3.4, and no party shall take a position inconsistent with such allocation on any Tax Return (unless otherwise required by a final, nonappealable determination of a court of competent jurisdiction or a binding closing agreement entered into with a Taxing Authority). The parties shall promptly inform one another in writing of any challenge by any Taxing Authority to any Purchase Price allocation made pursuant to this Agreement and agree to consult with and keep one another informed with respect to the status of, and any discussion, proposal or submission with respect to, any such challenge. Within thirty (30) days following (i) the determination of any excess or deficit in accordance with Section 3.4(f), (ii) an indemnification payment pursuant to Section 8.4 or (iii) an indemnification payment pursuant to Article X, in each case, the Sellers and Purchaser shall revise the purchase price allocation to reflect such excess, deficit or payment in accordance with the nature of each relevant excess, deficit or payment (or if the nature of each relevant excess, deficit or payment cannot be reasonably determined, consistent with the proportional allocation of value described in Exhibit A-1).
(b) The portion of the Purchase Price allocated to the Purchased Assets (net of Assumed Liabilities) of Honeywell as set forth on Exhibit A-1 plus those Assumed Liabilities of Honeywell that constitute Liabilities for federal income tax purposes (the “Gross US Purchase Price”) shall be allocated among the Purchased Assets of Honeywell in the manner required by Section 1060 of the Code as shown on an allocation schedule to be prepared by Purchaser as soon as practicable after the Closing Date. The template of the allocation schedule is attached hereto as Exhibit A-2. Purchaser shall provide Honeywell with such allocation schedule and Purchaser shall make such revisions or changes to such schedule as shall be reasonably requested by Honeywell and approved by Purchaser, each acting in good faith. In the event Purchaser and Honeywell are unable to agree on the allocation of the Gross US Purchase Price in such manner, then each (acting reasonably and in good faith) shall be free...
Purchase Price Allocation. (a) On or prior to the Closing Date, Seller shall prepare and deliver to Buyer an allocation schedule (the “Proposed Allocation Schedule”) setting forth that portion of the Purchase Price to be allocated among the assets of the Target Companies pursuant to (and to the extent necessary to comply with) Section 1060 of the Code and applicable Treasury Regulations (or, if applicable, any similar provision under state, local or foreign law or regulation). Buyer will have thirty (30) Business Days following the Closing Date during which to notify Seller in writing (an “Allocation Notice”) of any changes or additions to the Proposed Allocation Schedule, setting forth in reasonable detail the basis of such changes or additions. In reviewing or revising the Proposed Allocation Schedule, Buyer shall be entitled to reasonable access to all relevant books, records and personnel of the Target Companies and their Representatives to the extent Buyer reasonably requests such information and reasonable access to complete its review or revision of the Proposed Allocation Schedule. After Buyer submits an Allocation Notice, then (A) for thirty (30) Business Days after the date Seller receives the Allocation Notice, Buyer and Seller will use their commercially reasonable efforts to agree on the allocations (such agreed-upon Proposed Allocation Schedule to become the “Final Allocation Schedule”) and (B) failing such agreement within thirty (30) Business Days of such notice, the matter will be resolved in accordance with Section 10.7(b).
(b) Any amounts remaining in dispute at the conclusion of such thirty (30) Business Day period that were included in the Allocation Notice (the “Unresolved Allocation Changes”) shall be submitted to an independent, internationally recognized accounting firm jointly selected by Buyer and Seller (the “Expert”). Seller and Buyer agree to execute, if requested by the Expert, a reasonable engagement letter. Buyer and Seller will each deliver to the other and to the Expert a notice setting forth in reasonable detail their proposed allocations. The Expert shall act as an arbitrator to determine, based on the provisions of this Section 10.7(b) and the definitions referred to herein, only the Unresolved Allocation Changes. The Expert shall be instructed to determine its best estimate of the allocation schedule based on its determination of the Unresolved Allocation Changes and provide a written description of the basis for its determination of the alloca...
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. The Purchase Price paid to RAHI and paid to RASL shall be allocated among the assets of any Target Company treated as a disregarded entity for U.S. federal income tax purposes, and among the assets of any Target Subsidiary with respect to which a 338(h)(10) election has been made, as reasonably determined by Buyer and consented to by Parent, such consent not to be unreasonably withheld, in accordance with Sections 338 and 1060 of the Code and any comparable provisions of state, local or foreign law, as appropriate. Such allocations shall be set forth on a schedule to be prepared by the Buyer and delivered to Parent within 90 days after the determination of the Purchase Price pursuant to Section 2.9(b). Parent shall have 20 days following delivery of the allocations schedule to him to give written notice to Buyer (which notice shall contain reasonable supporting details) that Parent disputes the allocations set forth on such schedule. If Parent does not respond to Buyer within 20 days following delivery of the allocation schedule, Parent shall be deemed to have consented to the allocation set forth on such schedule. With respect to any items to be included on the allocations schedule as to which the Buyer and Parent are unable to agree, the allocations proposed by the Buyer shall be reflected on the allocations schedule provided that the Neutral Accountant determines that such allocation is reasonable. Buyer shall pay one half of the cost of any review by the Neutral Accountant under this Section 10.8(d) and Parent shall bear the other half of such cost. Parent and its Affiliates and Buyer and its Affiliates shall file all Tax Returns (including amended returns and claims for refund) consistent with such allocation.