Common use of Allocation Clause in Contracts

Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached hereto as Exhibit E.

Appears in 23 contracts

Samples: Asset Purchase Agreement (Cumulus Media Inc), Program Service and Time Brokerage Agreement (Cumulus Media Inc), Asset Purchase Agreement (Metal Management Inc)

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Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached hereto as Exhibit E.D.

Appears in 11 contracts

Samples: Stairmaster Asset Purchase Agreement (Nautilus, Inc.), Schwinn Asset Purchase Agreement (Nautilus, Inc.), Asset Purchase Agreement (Nautilus, Inc.)

Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached hereto as Exhibit E.F.

Appears in 8 contracts

Samples: Asset Purchase Agreement (Denovo Corp /Cn/), Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)

Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with Section 2.02 herein, and the allocation schedule attached hereto as Exhibit E.Parties shall make all necessary filings (including those under Section 1060 of the Code) in accordance with such allocation.

Appears in 4 contracts

Samples: Asset Purchase Agreement (SilverSun Technologies, Inc.), Asset Purchase Agreement (SilverSun Technologies, Inc.), Asset Purchase Agreement (SilverSun Technologies, Inc.)

Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with the an allocation schedule to be attached hereto as Exhibit E.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)

Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax Tax purposes) in accordance with the allocation schedule attached hereto to this Agreement as Exhibit E.B.34 34 See XXXXX, supra note 10, at 60 (describing the use of allocation schedules in this context).

Appears in 3 contracts

Samples: Annotated Model Tennessee Asset Purchase Agreement, Asset Purchase Agreement, Annotated Model Tennessee Asset Purchase Agreement

Allocation. The Parties agree to allocate the Purchase Price among the Purchased Assets (and all other capitalizable costs) among the Acquired Purchased Assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule Purchase Price Allocation Agreement attached hereto as Exhibit E.2(h).

Appears in 3 contracts

Samples: Asset Purchase Agreement (Specialty Care Network Inc), Asset Purchase Agreement (Specialty Care Network Inc), Asset Purchase Agreement (Specialty Care Network Inc)

Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with Section 2.03 herein as set forth in Schedule 2.08 hereof, and the allocation schedule attached hereto as Exhibit E.Parties shall make all necessary filings (including those under Section 1060 of the Code) in accordance with such allocation.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Solar Integrated Roofing Corp.), Asset Purchase Agreement (Solar Integrated Roofing Corp.), Asset Purchase Agreement (Solar Integrated Roofing Corp.)

Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with the an allocation schedule to be attached hereto at Closing as Exhibit E.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)

Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached hereto as Exhibit E.EXHIBIT D.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Solo Cup CO)

Allocation. The Parties agree to will allocate the Purchase Price (and all other capitalizable costs) costs among the Acquired Assets for all purposes (purposes, including financial accounting and tax purposes) , in accordance with the allocation schedule to be provided by Buyer prior to Closing and attached hereto as Exhibit E.C.

Appears in 2 contracts

Samples: Asset Purchase Agreement (CVSL Inc.), Asset Purchase Agreement (Intelligent Living Inc.)

Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with a schedule mutually determined by the allocation schedule attached hereto as Exhibit E.Parties prior to the Closing.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Alfa Corp)

Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached hereto as Exhibit E.I, and to use such allocation for all tax reporting purposes connected herewith.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Aqua Chem Inc), Asset Purchase Agreement (Aqua Chem Inc)

Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax Tax purposes) in accordance with the allocation schedule attached hereto as Exhibit E.D.

Appears in 2 contracts

Samples: Purchase Agreement (Emeritus Corp\wa\), Asset Purchase Agreement (Authentidate Holding Corp)

Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached hereto as Exhibit E.to be agreed to by the Parties after Closing.

Appears in 2 contracts

Samples: Asset Purchase Agreement (RCF Inc), Asset Purchase Agreement (Powercerv Corp)

Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all tax purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached hereto as Exhibit E.B.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Euronet Worldwide Inc), Asset Purchase Agreement (Euronet Worldwide Inc)

Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached hereto as Exhibit E.C.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Bitwise Designs Inc), Asset Purchase Agreement (Manchester Equipment Co Inc)

Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with the an allocation schedule to be attached hereto as Exhibit E.D.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)

Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached hereto as Exhibit E.in

Appears in 1 contract

Samples: Asset Purchase Agreement (Inktomi Corp)

Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached hereto as Exhibit E.C.

Appears in 1 contract

Samples: Asset Sale and Debt Assignment Agreement (Tenshon, Inc.)

Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached hereto as Exhibit E.E, and the Parties shall make all necessary filings (including those under Section 1060 of the Code) in accordance with such allocation.

Appears in 1 contract

Samples: Asset Purchase Agreement (Paid Inc)

Allocation. The Parties agree to allocate the Purchase Price (and all ---------- other capitalizable costs) among the Acquired Purchased Assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached hereto as Exhibit E.H. ---------

Appears in 1 contract

Samples: Asset Purchase Agreement (Haht Commerce Inc)

Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached hereto as Exhibit E."E".

Appears in 1 contract

Samples: Assumption Agreement (Treasury International Inc)

Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached hereto as Exhibit E.B.

Appears in 1 contract

Samples: Asset Purchase Agreement (Todays Man Inc)

Allocation. The Parties agree to allocate the Purchase Price (and all ---------- other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached hereto as Exhibit E.E. ---------

Appears in 1 contract

Samples: Asset Purchase Agreement (Blue Rhino Corp)

Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached hereto as Exhibit E.EXHIBIT G.

Appears in 1 contract

Samples: Asset Purchase Agreement and Plan of Reorganization (Orthologic Corp)

Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule schedule, substantially in the form attached hereto as Exhibit E.C.

Appears in 1 contract

Samples: Asset Purchase Agreement (Gentner Communications Corp)

Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Purchased Assets acquired by the Buyer for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached hereto as Exhibit E.M.

Appears in 1 contract

Samples: Asset Purchase and Contribution Agreement (Indenet Inc)

Allocation. The Parties agree to allocate the Purchase Price purchase price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached hereto as Exhibit E.Annex C.

Appears in 1 contract

Samples: Asset Purchase Agreement (EMTA Holdings, Inc.)

Allocation. The Parties parties agree to allocate the Purchase Price (and all other capitalizable costscosts which may be capitalized) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached hereto as Exhibit E.N.

Appears in 1 contract

Samples: Asset Purchase Agreement (Showbiz Pizza Time Inc)

Allocation. The Parties agree to allocate the aggregate Asset Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached hereto as Exhibit E.F.

Appears in 1 contract

Samples: Asset and Stock Purchase Agreement (Racing Champions Corp)

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Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached hereto as Exhibit E.A and to file all Tax Returns consistent with such allocation).

Appears in 1 contract

Samples: Purchase Agreement (Tootsie Roll Industries Inc)

Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets and Central Shares for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached hereto as Exhibit E.F.

Appears in 1 contract

Samples: Purchase Agreement

Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with the an allocation schedule attached hereto as Exhibit E.to be mutually agreed upon by the Parties prior to the Closing Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Easy Gardener Products LTD)

Allocation. The Parties agree to allocate the Purchase Price among the Purchased Assets (and all other capitalizable costs) among the Acquired Purchased Assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule Purchase Price Allocation Agreement attached hereto as Exhibit E.2(g).

Appears in 1 contract

Samples: Asset Purchase Agreement (Specialty Care Network Inc)

Allocation. The Parties agree to allocate the Purchase Price (and all ---------- other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached hereto as Exhibit E.B. The Buyer and the Seller will cooperate --------- in the preparation and filing of Internal Revenue Service Form 8594 in a manner consistent with this Section 2(f).

Appears in 1 contract

Samples: Asset Purchase Agreement (Valcor Inc)

Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached hereto as Exhibit E.F. Such allocation shall be used for all purposes including the preparation and filing of Form 8594 with the IRS.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ohio Art Co)

Allocation. The Parties parties agree to allocate the Purchase Price (and all other capitalizable costs) amounts payable hereunder among the Acquired Assets acquired assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached hereto as Exhibit Schedule E.

Appears in 1 contract

Samples: Supply Agreement (Haemonetics Corp)

Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached hereto as Exhibit E.B.

Appears in 1 contract

Samples: Asset Purchase Agreement (Source Information Management Co)

Allocation. The Parties agree to allocate the Purchase Price paid to the Seller (and all other capitalizable costscosts relating thereto) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached hereto as Exhibit E.D.

Appears in 1 contract

Samples: Asset Purchase Agreement (Memry Corp)

Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) hereunder among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with the general principles set forth on Exhibit D and in accordance with an allocation schedule attached hereto as to be prepared by the Buyer and the Seller promptly following the Closing on a basis consistent with Exhibit E.D.

Appears in 1 contract

Samples: Asset Purchase Agreement (McWhorter Technologies Inc /De/)

Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax Tax purposes) in accordance with the allocation schedule attached hereto as Exhibit E.

Appears in 1 contract

Samples: Asset Purchase Agreement (Herley Industries Inc /New)

Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached hereto relative book values, as Exhibit E.indicated on Schedule 1.1.

Appears in 1 contract

Samples: Asset Purchase Agreement (Sykes Enterprises Inc)

Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) the Assumed Liabilities among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached set forth on Schedule 2.1(E) annexed hereto as Exhibit E.and made a part hereof, and shall make all necessary filings (including those required under Code Section 1060) in accordance with that allocation.

Appears in 1 contract

Samples: Asset Purchase Agreement (Amerinet Group Com Inc)

Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable capitalized costs) among the Acquired Purchased Assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule set forth in Section 2(e) of the Disclosure Schedule attached hereto as Exhibit E.hereto.

Appears in 1 contract

Samples: Purchase and Sale (Emerge Interactive Inc)

Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached hereto as Exhibit E.2(f).

Appears in 1 contract

Samples: Asset Purchase Agreement (Aris Corp/)

Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) as set out in accordance with the allocation schedule attached hereto as Exhibit E.EXHIBIT 2(F).

Appears in 1 contract

Samples: Asset Purchase Agreement (Nsa International Inc)

Allocation. The Parties agree to allocate the Purchase Price Consideration (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached hereto as Exhibit E.2 (f).

Appears in 1 contract

Samples: Asset Purchase Agreement (Electronic Control Security Inc)

Allocation. The Parties agree to allocate the Purchase Price (and all ---------- other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached hereto as Exhibit E.

Appears in 1 contract

Samples: Asset Purchase Agreement (Blue Rhino Corp)

Allocation. The Parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule set forth on Exhibit A attached hereto as Exhibit E.hereto.

Appears in 1 contract

Samples: Asset Purchase Agreement (Datigen Com Inc)

Allocation. The Parties parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets assets described herein for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached hereto as Exhibit E.H.

Appears in 1 contract

Samples: German Purchase Agreement (Buckeye Technologies Inc)

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