Seller Allocation Notice definition

Seller Allocation Notice has the meaning set forth in Section 2.6(b).
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Seller Allocation Notice means a written notice signed by each of the Sellers and delivered to the Buyer at least five Business Days prior to the Closing Date. In the absence of delivery of a valid Seller Allocation Notice to the Buyer within the required time frame, the allocated proportionate benefits and obligations of the Sellers in the Seller Allocation Notice shall be deemed to be the same as the ownership proportions of the Sellers in ARMtech set forth in Schedule 4.2.
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Seller Allocation Notice has the meaning Section 6.7(h) specifies.
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Examples of Seller Allocation Notice in a sentence

  • Should Seller timely deliver a Seller Allocation Notice, Seller and Buyer shall negotiate in good faith to resolve any disputed items set forth therein and shall reduce such agreement, if any, to writing, and the allocations in the Asset Acquisition Statement as revised to reflect such agreement shall be the “Final Allocation”.

  • Should the Sellers’ Representative timely deliver a Seller Allocation Notice, the Sellers’ Representative and Buyer shall negotiate in good faith to resolve any disputed items set forth therein.

  • If Seller does not timely deliver a Seller Allocation Notice, Seller will be deemed to have agreed to Buyer’s Draft Allocation.

  • Should the parties fail to resolve any disputed items within 30 days of timely delivery of a Seller Allocation Notice, the parties shall submit the disagreement to resolution by the Accounting Expert.

  • Should the Seller fail to timely deliver a Seller Allocation Notice to the Buyer, the seller shall be deemed to have agreed with the Buyer’s proposed Interim Allocation Statement upon the expiration of such 30 day period.

  • At the Closing, Buyer shall pay to Sellers, in accordance with Section 3.2, the Base Purchase Price, allocated among Sellers as specified in the Seller Allocation Notice, less the Escrow Amount set forth in Section 3.2(b) hereof.

  • Should the Seller timely deliver a Seller Allocation Notice, the Seller and the Buyer shall negotiate in good faith to resolve any disputed items set forth therein and shall reduce such agreement to writing.

  • Each party shall bear its respective costs related to arbitration, and the fees of the arbitrator shall be borne equally by Buyer (50%) and Sellers (50%) and allocated among Sellers as specified in the Seller Allocation Notice.

  • Any payments made under Section 2.3(c) shall be by Wire Transfer and, if to or by Sellers, shall be allocated among Sellers in the same proportion as the Purchase Price as specified on the Seller Allocation Notice.

  • Any payments made under Section 2.3(b) shall be by Wire Transfer and, if to or by Sellers, shall be allocated among Sellers in the same proportion as the Purchase Price as specified in the Seller Allocation Notice.


More Definitions of Seller Allocation Notice

Seller Allocation Notice has the meaning set forth in Section 2.4(b). “Seller Indemnitees” has the meaning set forth in Section 9.2. “Seller Guarantor” has the meaning set forth in the preamble. “Seller’s Knowledge” means the actual knowledge after reasonable inquiry of Xxxxx X. Xxxxxxxxx, Xxxxxx Xxxxx, Xxxxxxxxxxx X. Xxxxxxxxxx, Xxxxxxx X. Xxxxxx, Xxxxxxxxx Xxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxx X. Xxxxx, Xxxx Xxxxxx, Xxxxxxx Xxxxxxxxx, Xxxx X. Xxxxxxxx and Xxxxx X. Xxxxxx. “Seller Taxes” means the following amounts, whenever assessed or levied and regardless of the Person in charge of payment or collection, except in each case to the extent included in the definition of Indebtedness: (i) all Taxes of the Company and the Subsidiary for a Pre-Closing Tax Period, (ii) Seller’s share of any Transfer Taxes in accordance with Section 10.5, (iii) any several liability of the Subsidiary under Treasury Regulations Section 1.1502-6 or under any comparable or similar provision under state, local or foreign laws or regulations with respect to a Consolidated Tax Return for any Pre-Closing Tax Period, and (iv) all Taxes of any Person imposed on the Company or the Subsidiary as a transferee or successor, by Contract or 10
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Related to Seller Allocation Notice

  • Allocation Notice shall have the meaning assigned to such term in Section 11.14(i) hereof.

  • Initial Allocation means the conditional setting aside by MBOH of HCs from a particular year’s federal LIHTC allocation to the state for purposes of later Carryover Commitment and/or Final Allocation to a particular Project, as documented by and subject to the requirements and conditions set forth in a written Reservation Agreement, the Applicable QAP and federal law.

  • Allocation Schedule has the meaning set forth in Section 2.07.

  • Contribution Notice means a contribution notice issued by the Pensions Regulator under section 38 or section 47 of the Pensions Xxx 0000.

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

  • Required Allocations means (a) any limitation imposed on any allocation of Net Losses or Net Termination Losses under Section 6.1(b) or 6.1(c)(ii) and (b) any allocation of an item of income, gain, loss or deduction pursuant to Section 6.1(d)(i), 6.1(d)(ii), 6.1(d)(iv), 6.1(d)(vii) or 6.1(d)(ix).

  • Final Allocation has the meaning set forth in Section 2.3.

  • Asset Allocation The following single issuer limits shall apply on a market value basis, with exception of Money-Market funds and US Government guaranteed securities, which may be held without limit:

  • Tax Allocation Agreement means the Tax Allocation Agreement between Corporation and New D&B.

  • Purchase Price Allocation has the meaning set forth in Section 2.6(a).

  • Allocation Period means (a) the period commencing on February 10, 2016 and ending on December 31, 2016, (b) any subsequent period commencing on January 1 and ending on the following December 31, or (c) any portion of the period described in clause (a) or (b) for which the Partnership is required to allocate Net Profits, Net Losses, and other items of Partnership income, gain, loss or deduction pursuant to ARTICLE IV.

  • Tax Allocations means the allocations set forth in paragraph 4 of Exhibit B.

  • Agreed Allocation means any allocation, other than a Required Allocation, of an item of income, gain, loss or deduction pursuant to the provisions of Section 6.1, including a Curative Allocation (if appropriate to the context in which the term “Agreed Allocation” is used).

  • Post-Closing Adjustment Amount has the meaning set forth in Section 2.2(a).

  • Curative Allocation means any allocation of an item of income, gain, deduction, loss or credit pursuant to the provisions of Section 6.1(d)(xi).

  • Collection Notice means a notice, in substantially the form of Annex A to Exhibit VI, from the Agent to a Collection Bank.

  • Authorized Allocation means an amount equivalent to $500,000 to be withdrawn from the Credit Account and deposited into the Special Account pursuant to paragraph 3 (a) of this Schedule.

  • Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).

  • Servicer Termination Notice Defined in Section 6.15.

  • Closing Notice Has the meaning specified in the NPA. Company: Has the meaning specified in the first paragraph of this Trust Supplement.

  • Seller’s Notice has the meaning set forth in Section 8.5(a).

  • Taxable Allocation means, with respect to any Series, the allocation of any net capital gains or other income taxable for federal income tax purposes to a dividend paid in respect of such Series.

  • Addition Notice With respect to the transfer of Subsequent Mortgage Loans to the Trust Fund pursuant to Section 2.08, a notice of the Depositor's designation of the Subsequent Mortgage Loans to be sold to the Trust Fund and the aggregate principal balance of such Subsequent Mortgage Loans as of the Subsequent Cut-off Date. The Addition Notice shall be given not later than three Business Days prior to the related Subsequent Transfer Date and shall be substantially in the form attached hereto as Exhibit P.