Draft Allocation Statement has the meaning set forth in Section 3.9(a).
Draft Allocation Statement shall have the meaning set forth in Section 8.1.
Draft Allocation Statement has the meaning set forth in Section 2.3(a) of this Agreement.
Examples of Draft Allocation Statement in a sentence
The allocation, as set forth in the Draft Allocation Statement, as adjusted pursuant to any agreement between Seller and Purchaser or as determined by the Accounting Firm, as applicable, (the “Allocation Statement”) shall be final and binding on all Parties.
Purchaser and Seller shall use reasonable efforts to agree upon the Draft Allocation Statement within thirty (30) days following delivery by Xxxxxxxxx and shall negotiate in good faith and attempt to resolve any disagreement with respect to the Draft Allocation Statement.
More Definitions of Draft Allocation Statement
Draft Allocation Statement shall have the meaning set forth in Section 2.6. “EBITDA” means the earnings of the Company before interest, taxes, depreciation and amortization, including, for the avoidance of doubt an allocation of external general corporate overhead of Purchaser and its Affiliates for the benefit of the Company, as determined in good faith by Purchaser, (a) excluding (i) any non-recurring items of income or expense, including, but not limited to, revenue earned from or attributable to the portion of any AUM in a Company Account that as of any date of determination has been redeemed or withdrawn, or where notice has been provided that such AUM will be redeemed or withdrawn, (ii) extraordinary gains or losses, and (iii) any Transaction expenses of the Company, Seller or Purchaser related to the Transaction, calculated in accordance with the illustrative example set forth on Exhibit D, which for the avoidance of doubt does not include payment of the Contingent Consideration Installment Amounts but (b) including that amount of intercompany charges that are mutually agreed by Purchaser and Seller following the Closing (it being understood that promptly following the six- month anniversary of the date hereof, Purchaser and Seller will confer and agree in good faith regarding the nature of benefits and services, if any, provided by Purchaser to the Company and the appropriate intercompany charges (which shall not exceed actual cost) to be paid by the Company for such benefits and/or services, which charges shall apply for the entire period following the Closing). “Employee Plan” means any plan, program, policy, practice, agreement, or arrangement, whether covering a single individual or group of individuals, and whether or not reduced to writing, that is: (a) a Welfare Plan; (b) an employee pension benefit plan within the meaning of Section 3(2) of ERISA; (c) a stock bonus, stock purchase, stock option, restricted stock,
Draft Allocation Statement has the meaning set forth in Section 3.9(a). “Draft Closing Statement” means a draft closing statement, prepared by Seller and in a form mutually agreed to by the parties, which shall be initially prepared as of the close of business on the fifth (5th) Business Day preceding the Closing Date, and delivered to Purchaser on the third (3rd) Business Day preceding the Closing Date and which shall be subsequently updated as of the close of business on the third (3rd) Business Day preceding the Closing Date, and delivered to Purchaser on the Business Day prior to the Closing Date, in each case setting forth Seller’s reasonable estimated calculation of both the Purchase Price and the Estimated Payment Amount. “Encumbrances” means all mortgages, deeds of trust, claims, charges, liens, encumbrances, easements, rights of way, encroachments, rights of first refusal or first
Draft Allocation Statement has the meaning given in sub-paragraph 2.2 of Schedule 9 (Initial Price);