Examples of Participating Purchase in a sentence
The Parties also agree that such Allocated Values shall be used in calculating adjustments to the Participating Purchase Price as provided herein.
Buyer and each Seller agree that the unadjusted Participating Purchase Price shall be allocated among each Seller and each Seller’s interest in the Assets as set forth in Exhibits A-1 or A-2, as applicable.
At Closing, the Participating Purchase Price will be reduced by the Allocated Value of each Environmental Defect Property for which Seller’s Representative has provided such notice to Buyer.
Sellers and Buyer agree that the Participating Purchase Price, as adjusted, and other amounts treated for U.S. federal income Tax purposes as consideration for a sale transaction (to the extent known at such time) (collectively, the “Allocable Amount”) shall be allocated among the various Assets in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder and, to the fullest extent allowed by applicable Laws, in a manner consistent with the Allocated Values.
There will be a maximum of one Gear VR per Participating Purchase.
At Closing, the Participating Purchase Price will be reduced by the Allocated Value of each Title Defect Property for which Seller’s Representative has provided such notice to Buyer.
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For purposes of allocation and distribution of the Adjusted Purchase Price among Sellers, adjustments to the Participating Purchase Price shall be applied against or credited to, as the case may be, the affected individual Seller’s interests as determined by the Seller’s Representatives in their sole but reasonable good faith discretion in accordance with this Agreement.
Each Seller shall be entitled to receive its pro rata portion of the Adjusted Purchase Price based on (x) the Allocated Value of such Seller’s interest in the Assets as set forth in Exhibits X-0, X-0 or A-6, as applicable, (y) such Seller’s relative interests in the Assets and (z) the extent to which Title Defects, Title Benefits, Environmental Defects or other matters (in respect of which adjustments are required to be made to the Participating Purchase Price) affect such Seller’s interests in the Assets.
On or before 120 days after the Closing, a final settlement statement (the “Final Settlement Statement”) will be prepared by Seller’s Representatives based on actual income and expenses during the period from and after the Effective Time until Closing and which takes into account all final adjustments made to the Participating Purchase Price and shows the resulting final Adjusted Purchase Price.