Allocable Portions definition
Examples of Allocable Portions in a sentence
Schedule 2.03 lists each of the Real Property Assets and sets forth the portion of the Final Purchase Price that is allocable to each of the Real Property Assets (each, an "Allocable Portion"); provided, that Acquiror will revise Schedule 2.03 to reflect adjustments, if any, to the Allocable Portions of the Acquired Real Property Assets pursuant to Sections 2.09(d) and 10.
Any disagreements regarding the draft Returns that are not resolved within an additional 10-day period by the Sellers and Purchaser shall be resolved by the Independent Accounting Firm, whose decision shall be final and whose fees shall be shared equally by Sellers (in accordance with their respective Allocable Portions) and Purchaser.
Any disagreements regarding the draft Returns that are not resolved within an additional 10-day period by the Sellers’ Representative and Purchaser shall be resolved by the Independent Accounting Firm, whose decision shall be final and whose fees shall be shared equally by Sellers (in accordance with their respective Allocable Portions) and Purchaser.
Sellers (in accordance with their respective Allocable Portions) and Purchaser shall each pay their own costs and expenses incurred under this Section 3.4(b).
The Seller Representative (on behalf of the Sellers) and Buyer shall allocate (i) the Purchase Price among the Securities, in accordance with the Sellers’ Allocable Portions, and (ii) the portion of the Purchase Price (for Tax purposes) allocable to the Units (including any Liabilities assumed or taken subject to and treated as consideration for federal income Tax purposes) among the assets of Panadero Aggregates and, to the extent applicable, its Subsidiaries (the “Allocation Schedule”).
If there is a vacancy at any time in the position of the Sellers’ Representative for any reason, a successor Sellers’ Representative shall be appointed by the vote of Sellers whose aggregate Allocable Portions exceed fifty percent (50%).
If Actual Working Capital is greater than Estimated Working Capital, the Buyer shall, within ten (10) business days after the determination thereof, pay to the Shareholders’ Representative, for distribution to the Shareholders in accordance with their respective Allocable Portions thereof, an amount equal to Actual Working Capital minus Estimated Working Capital.
The Sellers shall promptly pay (in accordance with their respective Allocable Portions) to the applicable Company after final determination hereunder any Taxes of such Company for any Pre-Closing Tax Period (as determined in accordance with Section 9.4) shown as due thereon that were not taken into account in the calculation of the Aggregate Cash Purchase Price, as finally determined under Section 3.4.
To the extent that the Sellers Representative has incurred any fees or expenses which are to be paid for by Sellers (in accordance with their respective Allocable Portions), Sellers Representative shall deduct each Seller’s proportionate share of such fees and expenses (determined in accordance with their Allocable Portion) from any amount to be paid to such Seller and shall promptly remit such amount to the Sellers Representative.
The Company Representative, however, shall be entitled to reimbursement from the Shareholders (on a pro rata basis in accordance with their respective Allocable Portions) for his reasonable out-of-pocket expenses incurred in connection with his services as the Company Representative under this Agreement.