Purchase Price Allocation Schedule definition

Purchase Price Allocation Schedule has the meaning given to it in Section 2.7(a).

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Purchase Price Allocation Schedule has the meaning set forth in Section 5.11(f)(ii).

Purchase Price Allocation Schedule has the meaning set forth in Section 9.02.

Examples of Purchase Price Allocation Schedule in a sentence

• The Purchase Price Allocation Schedule shall be made in accordance with the applicable provisions of the Code.

• If within [***] the Seller objects to the Purchase Price Allocation Schedule, the Seller and the Buyer shall cooperate in good faith to resolve their differences, provided that if after [***], the Seller and the Buyer are unable to agree, the parties shall retain a firm of Independent Accountants to resolve their dispute.

• The Seller and the Buyer agree for all Tax reporting purposes to report the transactions in accordance with the Purchase Price Allocation Schedule, as adjusted pursuant to the preceding sentence, and to not take any position during the course of any audit or other proceeding inconsistent with the agreements as to Tax treatment or the Purchase Price Allocation Schedule, as adjusted pursuant to the preceding sentence, unless required by a determination of the applicable Governmental Authority that is final.

• If within [***] of receiving the Purchase Price Allocation Schedule, the Seller has not objected, the Purchase Price Allocation Schedule shall be final and binding.

• The Seller and the Buyer hereto shall cooperate to make appropriate adjustments to the Purchase Price Allocation Schedule to reflect changes in the purchase price under this Agreement.

More Definitions of Purchase Price Allocation Schedule

Purchase Price Allocation Schedule. As defined in Section 1.7.

Purchase Price Allocation Schedule has the meaning set forth in subparagraph 1(a) of Part VII of this Acquired Companies Annex.

Purchase Price Allocation Schedule has the meaning set forth in Section 3.3.

Purchase Price Allocation Schedule as defined in Section 2.6. “Permits” as defined in Section 2.1.5. “Restrictive Covenants” as defined in Section 6.10.2. “Retained Claims” as defined in Section 2.4.4. “Seller” as defined in the preamble to this Agreement. “Seller Bring Down Representations” as defined in Section 7.11. “Seller Fundamental Representations” as defined in Section 9.1. “Seller Indemnified Parties” as defined in Section 9.3. “Seller’s Return Policy” as defined in Section 3.19. “Trademarks” as defined in Section 3.10.2. “Transfer Taxes” as defined in Section 6.5.

Purchase Price Allocation Schedule shall have the meaning ascribed to such term in Section 1.1(b)(i).

Purchase Price Allocation Schedule shall be as defined in Section 20.9(a).

Purchase Price Allocation Schedule. As defined in Section 1.7(a). “Purchased Assets” means the Business and all of Seller’s right, title and interest in all of the assets, rights and properties of Seller related to the Business, whether or not carried and reflected on the books of Seller, other than the Retained Assets, including the following: (i) all accounts, notes or other receivables arising from the Business (collectively, “Accounts Receivable”), including any Accounts Receivable of the Business which are listed in Section 5.7(c) of the Disclosure Schedule that remain outstanding as of the Closing Date; (ii) all deposits and advances, prepaid expenses, rebates and refunds and other prepaid items arising from the Business to the extent the foregoing are transferable to Purchaser (collectively, “Prepaids”), including any Prepaids that are listed in Section 5.7(d) of the Disclosure Schedule; (iii) all of the Current Assets of the Business, other than cash and cash equivalents; (iv) the tangible assets, including motor vehicles, machinery, equipment, tools, spare parts, operating supplies, furniture and office equipment, fixtures, telephone systems, telecopiers, photocopiers and computer hardware related to the Business including the tangible assets that are listed in Section 5.7(e) of the Disclosure Schedule; (v) the Rental Fleet; (vi) except for any Contract set out in Section 5.7(e) of the Disclosure Schedule under the heading “Retained Assets,” all (A) Material Contracts described in Section 5.13(a) of the Disclosure Schedule; (B) Contracts which are not Material Contracts and which have been entered into by Seller prior to the date hereof in the Ordinary Course; and (C) Contracts entered into by Seller relating to the Business after the date hereof in compliance with the terms and provisions of this Agreement (collectively, the “Transferred Contracts”); (vii) all Inventory; (viii) Seller’s rights in and to the Leased Real Property other than the real property that is subject to the New Lease Agreements; (ix) the Purchased Intellectual Property; (x) all Permits, including the Permits that are listed in Section 5.17 of the Disclosure Schedule, to the extent such Permits are transferrable to Purchaser;