Allocation of the Aggregate Purchase Price Sample Clauses

Allocation of the Aggregate Purchase Price. Pfizer, on behalf of itself and the Seller Corporations, and Purchaser (i) have agreed to the allocation of the Aggregate Purchase Price among the Conveyed Subsidiaries and the Asset Selling Corporations as 46 set forth in Schedule 2.9 (the "Section 2.9(i) Allocation") and (ii) shall agree prior to Closing on (A) the portion of the Aggregate Purchase Price that shall be allocated to Howmedica Leibinger Inc. (the "Section 338(h)(10) Aggregate Purchase Price"), (B) an allocation of the Section 338(h)(10) Aggregate Purchase Price among the assets of Howmedica Leibinger Inc. (the "Section 2.9(ii)(B) Allocation") and (C) the portion of the Aggregate Purchase Price that shall be allocated to, and the allocation of such portion among, the Conveyed Assets of Howmedica (the "Section 2.9(ii)(C) Allocation" and, together with the Section 2.9(i) Allocation and the Section 2.9(ii)(B) Allocation, the "Allocation"). Each of Seller Corporations on the one hand and Purchaser on the other shall (i) be bound by the Allocation for purposes of determining any Taxes, (ii) prepare and file, and cause its Affiliates to prepare and file, its Tax Returns on a basis consistent with the Allocation, and (iii) take no position, and cause its Affiliates to take no position, inconsistent with the Allocation on any applicable Tax Return or in any proceeding before any taxing authority or otherwise. In the event that the Allocation is disputed by any taxing authority, the party receiving notice of the dispute shall promptly notify 47 the other party hereto concerning the existence of the dispute and the proposed resolution of the dispute. Each of the Seller Corporations and Purchaser acknowledge that the Section 2.9(i) Allocation was done at arm's length based upon a good faith estimate of fair market values. Pfizer and Purchaser agree that Purchaser shall choose an independent appraisal firm to perform an appraisal to support the Section 2.9(ii)(B) Allocation and the Section 2.9(ii)(C) Allocation. The cost of such appraisal firm shall be borne by Purchaser. Pfizer shall be provided with a copy of the appraiser's report at least 15 days prior to Closing and, provided that Pfizer consents to the report (which consent shall not be unreasonably withheld), the Section 2.9(ii)(B) Allocation and the Section 2.9(ii)(C) Allocation each shall be made as specified in the report. If Pfizer does not consent to the appraiser's report, Pfizer and Purchaser shall mutually agree prior to Closing on any ch...
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Allocation of the Aggregate Purchase Price. Seller and Purchaser have agreed to the allocation of the Aggregate Purchase Price among the Sold Shares to be purchased hereunder as set forth in Schedule 2.3 (the "Allocation"), subject to adjustment to reflect any adjustments or payments made pursuant to Sections 2.2, 5.4 or Article VII. Each of Seller and Purchaser shall (a) be bound by the Allocation for purposes of determining any Taxes, (b) prepare and file, and cause its Subsidiaries to prepare and file, its and their Tax Returns on a basis consistent with the Allocation and (c) take no position, and cause its Subsidiaries to take no position, inconsistent with the Allocation on any applicable Tax Return or in any proceeding before any Tax Authority or otherwise. In the event that the Allocation is disputed by any Tax Authority, the party receiving notice of the dispute shall promptly notify the other party hereto of the receipt of such notice and consult with such other party in the resolution of the dispute.
Sample 1
Allocation of the Aggregate Purchase Price. (a) Pfizer, on behalf of itself and the Seller Corporations, and Purchaser (i) have agreed to the allocation of the Aggregate Purchase Price among the Conveyed Subsidiaries and the Asset Selling Corporations as set forth on Schedule 3.02 (the “Section 3.02(i) Allocation”) and (ii) shall agree as set forth below on the allocation among the Purchased Assets sold by each Asset Selling Corporation of the Asset Purchase Price allocable to such Asset Selling Corporation as set forth on Schedule 3.02 (the “Section 3.02(ii) Allocation” and, together with the Section 3.02(i) Allocation, the “Allocation”).
Sample 1
Allocation of the Aggregate Purchase Price. The Aggregate Purchase Price shall be allocated among the Purchased Assets in the manner set forth in Schedule 2.4 annexed hereto, subject to any adjustment to the Aggregate Purchase Price which shall be made pursuant to Section 2.2 hereof. The parties hereto acknowledge and agree that such allocation reflects the respective fair market values of the Purchased Assets and that they will not take a position inconsistent with such allocation for U.S. or foreign federal, state, provincial or local tax purposes. ARTICLE 3.
Sample 1

Related to Allocation of the Aggregate Purchase Price

  • Allocation of the Purchase Price (a) Within ninety (90) days after the final determination of the Final Purchase Price pursuant to Section 2.5, the Sellers will provide the Buyer with a statement (or statements) (the “Asset Acquisition Statement”) with the Sellers’ proposed allocation of the Final Purchase Price (plus any other amounts, including Assumed Liabilities, to the extent properly taken into account as consideration for applicable Tax purposes) among the Transferred Assets and, if applicable, the Ancillary Agreements and any other rights transferred hereunder or thereunder in accordance with Section 1060 of the Code (and any other applicable state, local or non-U.S. Law). The Buyer may, within thirty (30) days after receiving such Asset Acquisition Statement, propose to the Sellers in writing any changes to such Asset Acquisition Statement that are consistent with applicable Law (the “Allocation Notice of Objection”), and if the Buyer does not deliver such a Notice of Objection within such period, the Buyer shall be deemed to have accepted such proposed Asset Acquisition Statement and it shall become final and binding on the Parties. If the Buyer delivers a Notice of Objection, then the Buyer and the Sellers will endeavor in good faith to resolve any differences with respect to the Asset Acquisition Statement within thirty (30) days after the Sellers’ receipt of the Notice of Objection. If the Buyer and the Sellers are unable to resolve such differences, the matters in dispute shall be resolved by the Accounting Firm, which determination by such Accounting Firm shall be consistent with this Agreement. The fees, costs and expenses of the Accounting Firm shall be borne by the Buyer and the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered.

  • Aggregate Purchase Price The aggregate purchase price for the Notes (the “Aggregate Purchase Price”) shall equal the result of (x) divided by (y), where (x) equals the Aggregate Principal Amount and (y) equals 1.25. Each date upon which a Closing occurs is a “Closing Date”.

  • Allocation of Purchase Price Buyer shall deliver to Seller at Closing a preliminary allocation among the Auctioned Assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount), Buyer shall prepare and deliver to Seller a final allocation of the Purchase Price and additional consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02, among the Auctioned Assets (the "Allocation"). The Allocation shall be consistent with Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 of the Code and the regulations thereunder ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final Allocation. Each of Buyer and Seller agrees to promptly provide the other party with any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final Allocation.

  • Payment of the Purchase Price The Purchase Price shall be paid as follows:

  • Purchase Price; Allocation of Purchase Price (a) Subject to the terms and conditions of this Agreement, the purchase price for the Interests and the Purchased Assets (other than the Specified OUS Assets) (such amount, the “Purchase Price”) is payable as follows:

  • Purchase Price and Allocation The price payable by the Purchaser to the Vendor for the Assets shall be Five Million Dollars ($5,000,000) which the parties agree shall be allocated as follows:

  • Amount of Purchase Price The purchase price (“Purchase Price”) per Share for each Share which Optionee is entitled to purchase under the Options shall be $2.25 per Share.

  • Purchase Price Payments 23 Section 10.02. THE PURCHASER NOTE.........................................................................23 ARTICLE XI Confidentiality.......................................................................................24 ARTICLE XII Term.................................................................................................25

  • Adjustments to the Purchase Price The Purchase Price shall be adjusted as of the Closing Date by:

  • Determination of Purchase Price The Securities Administrator will be responsible for determining the Purchase Price for any Mortgage Loan that is sold by the Trust or with respect to which provision is made for the escrow of funds pursuant to this Section 2.03 and shall at the time of any purchase or escrow certify such amounts to the Depositor; provided that the Securities Administrator may consult with the Servicer to determine the Purchase Price unless the Servicer is the Purchaser of such Mortgage Loan. If, for whatever reason, the Securities Administrator shall determine that there is a miscalculation of the amount to be paid to the Trust, the Securities Administrator shall from monies in a Distribution Account return any overpayment that the Trust received as a result of such miscalculation to the applicable Purchaser upon the discovery of such overpayment, and the Securities Administrator shall collect from the applicable Purchaser for deposit to the Securities Account any underpayment that resulted from such miscalculation upon the discovery of such underpayment. Recovery may be made either directly or by set-off of all or any part of such underpayment against amounts owed by the Trust to such Purchaser.

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