Purchase Price Allocation Schedule. As promptly as practicable, but in no event later than ninety (90) days following the Effective Date, Buyer shall prepare and deliver to Seller a written statement setting forth a proposed allocation of the Purchase Price (plus any assumed liabilities and any other additional amounts required to be taken into account under the Code) among the assets of the Company (the “Proposed Purchase Price Allocation Schedule”). Buyer shall be responsible for all costs and expenses associated with the preparation of the Proposed Purchase Price Allocation Schedule, including without limitation all expenses related to the use of third parties to assist in the preparation of the Proposed Purchase Price Allocation Schedule.
Purchase Price Allocation Schedule. Section 1.1(b)..........................................2
Purchase Price Allocation Schedule. Notwithstanding Section 5.17(b) of the Agreement, a new Schedule 2.2(b) is hereby added to the disclosure schedules to the Agreement as set forth on Exhibit B hereto.
Purchase Price Allocation Schedule. The schedule attached hereto as Exhibit “K” pursuant to which the Purchase Price is allocated among each Property for the purposes of calculating title insurance premiums and other closing costs.
Purchase Price Allocation Schedule. 6.03(c) Purchaser..........................................
Purchase Price Allocation Schedule. (a) Within 30 days of the final determination of the Working Capital, Buyer shall deliver to Seller a schedule allocating the Purchase Price (appropriately taking into account transaction expenses and any relevant Assumed Liabilities that are liabilities for Tax purposes) among the Acquired Assets of Seller and among the assets of the Acquired Entities (the “Purchase Price Allocation Schedule”). The Purchase Price Allocation Schedule shall be prepared in accordance with the applicable provisions of the Code and consistent with the methodologies set forth in Schedule 9.7. If within the 30 days of receiving the Purchase Price Allocation Schedule, Seller has not objected, the Purchase Price Allocation Schedule shall be final and binding. If within 30 days Seller objects to the Purchase Price Allocation Schedule, Seller and Buyer shall cooperate in good faith to resolve their differences, provided that if after 30 days, Seller and Buyer are unable to agree, the parties shall retain the Independent Accountant to resolve their dispute, provided that the Independent Accountant utilizes the methodologies for determining fair market value as set forth on Schedule 9.7. The determination of the Independent Accountant shall be final and binding on the parties. The cost of the Independent Accountants shall be shared equally by Seller and Buyer. Buyer and Seller shall make appropriate adjustments to the Purchase Price Allocation Schedule, as finally determined, to reflect changes in the Purchase Price.
Purchase Price Allocation Schedule. (a) The aggregate purchase price (the "PURCHASE PRICE") for the Acquired Assets is $1,700,000 and the other covenants, agreements and conditions contained herein, payable to Seller as follows: $1,400,000 in immediately available funds at Closing and 94,937 shares (the "Escrow Shares") of Class A Common Stock of Buyer, par value $.001 per share (the "Common Stock"), to be held in escrow pursuant to an Escrow Agreement in the form of EXHIBIT A-6 until the first anniversary of the Closing Date subject to the terms of Section 2.6.
Purchase Price Allocation Schedule. “Purchase Price Allocation Schedule” has the meaning set forth in Section 1.9.
Purchase Price Allocation Schedule. Within sixty (60) days after the Closing Date, Buyer will provide to Seller copies of IRS Form 8594 and any required exhibits thereto (the “Purchase Price Allocation Schedule”) with Buyer’s proposed allocation of the Purchase Price (together with any Assumed Liabilities). The Purchase Price Allocation Schedule will be accepted by Seller so long as approximately ninety-five percent (95%) of the Premium paid at Closing is allocated to assets the sale of which would give rise to long-term capital gains for the Seller (the “Previously Agreed Upon Allocation”). If, at any time prior to the Closing but after the Purchase Price Allocation Schedule is proposed by Buyer and accepted (or deemed accepted) by Seller, there is an adjustment to the Purchase Price, or any component thereof, which adjustment results in a reduction of the Premium paid at Closing to an amount below Forty-Five Million Dollars ($45,000,000), then, in Buyer’s discretion, either (i) Buyer will amend the Purchase Price Allocation Schedule, such that approximately ninety-five percent (95%)of the adjusted Premium paid at Closing is allocated to assets the sale of which would give rise to long-term capital gains for the Seller, which Purchase Price Allocation Schedule will be accepted by Seller, or (ii) the parties will make such other adjustment as are proposed by Buyer subject to the procedures below. If the Purchase Price Allocation Schedule is inconsistent with the Previously Agreed Upon Allocation, then the Seller may object to the Purchase Price Allocation Schedule (or amended Purchase Price Allocation Schedule) within fifteen (15) days after the receipt of such Purchase Price Allocation Schedule, by proposing to Buyer in writing changes to such Purchase Price Allocation Schedule (and in the event no such changes are proposed in writing to Buyer within such time period, Seller will be deemed to have agreed to, and accepted, the Purchase Price Allocation Schedule even if such Purchase Price Allocation Schedule is inconsistent with the Previously Agreed Upon Allocation). If Seller objects to the Purchase Price Allocation Schedule as contemplated in the immediately preceding sentence, then Buyer and Seller will endeavor in good faith to resolve any differences with respect to the Purchase Price Allocation Schedule within fifteen (15) days after Buyer’s receipt of written notice of objection from Seller, and failing the same, the matter shall be arbitrated in the manner set forth in Exhibit C. Ex...
Purchase Price Allocation Schedule. The schedule attached hereto as Schedule “P” pursuant to which the Purchase Price is allocated among each Property for the purposes of calculating title insurance premiums and other closing costs.
