Common use of to Buyer Clause in Contracts

to Buyer. The Proposed Overall Allocation shall not include the Milestone Payment. If Buyer disagrees with the Proposed Overall Allocation, Buyer shall deliver a notice (“Buyer’s Overall Allocation Notice”) to Seller within ten (10) days of receipt of the Proposed Overall Allocation specifying the amount Buyer contends should be allocated to each of the three items above and the reason(s) for such disagreement, and Xxxxx’s proposed alternative allocation. Buyer and Seller shall negotiate in good faith to reach agreement on the disputed items or amounts in order to determine the overall allocation under this Section 2.06. If Buyer and Seller are unable to reach an agreement within ten (10) days after Xxxxxx’s receipt of Buyer’s Overall Allocation Notice, the matters remaining in dispute shall be submitted to an Independent Expert to be engaged pursuant to an engagement letter among Buyer, Seller and the Independent Expert, with the costs of such Independent Expert to be split equally by Xxxxx and Seller. Buyer and Seller shall each request that the Independent Expert make a final determination as to the disputed items within ten (10) days after such submission, with the Independent Expert acting as an expert and not as an arbitrator. (b) Together with the Proposed Overall Allocation, Seller shall deliver to Buyer a proposed allocation of the portion of the Purchase Price (including other amounts treated as consideration for Income Tax purposes, but excluding any Milestone Payment) allocated to the Transferred Assets under Section 2.06(a) among the Transferred Assets in a manner consistent with Section 1060 of the Code (the “Seller’s Draft Allocation”). If Buyer disagrees with the Seller’s Draft Allocation, Buyer shall deliver a notice (the “Buyer’s Allocation Notice”) to Seller within thirty (30) days of receipt of the Seller’s Draft Allocation specifying the items as to which Buyer disagrees with the Seller’s Draft Allocation, the reasons for such disagreement, and Xxxxx’s proposed allocation of the portion of the Purchase Price among the Transferred Assets. Buyer and Seller shall negotiate in good faith to reach agreement on the disputed items or amounts in order to determine the allocation under this Section 2.06(b). If Buyer and Seller are unable to reach an agreement within ten (10) days from Seller’s receipt of the Buyer’s Allocation Notice, the matters remaining in dispute shall be submitted to an Independent Expert to be engaged pursuant to an engagement letter among Buyer, Seller and the Independent Expert, with the costs of such

to Buyer. The Proposed Overall Allocation shall not include On the Milestone Payment. If Buyer disagrees with the Proposed Overall AllocationClosing Date, Buyer shall deliver a notice be fully credited for (“Buyer’s Overall Allocation Notice”i) security deposits which were paid by tenants to Seller within ten under or in connection with the Assumed Leases, (ii) reimbursement expenses and other sums owed by Seller to tenants for work or disputes which occurred prior to the Closing Date or for work to be performed or allowances to be granted to any tenants upon or after the Closing Date pursuant to any Assumed Leases in existence as of the Closing Date, (iii) any commissions or brokerage fees payable upon or after the Closing Date in connection with any Assumed Leases in existence as of the Closing Date, and (iv) rentals already received by Seller in connection with the Assumed Leases attributable to periods after the Closing Date. All non-delinquent real estate taxes or assessments on the Property shall be prorated based on the actual current tax xxxx, but if such tax xxxx has not yet been received by Seller by the Closing Date or if supplemental taxes are assessed after the Closing for the period prior to the Closing, the parties shall make any necessary adjustment after the Closing by cash payment to the party entitled thereto so that Seller shall have borne all taxes, including all supplemental taxes, allocable to the period prior to the Closing and Buyer shall bear all taxes, including all supplemental taxes, allocable to the period after the Closing. If any expenses attributable to the Property and allocable to the period prior to the Closing are discovered or billed after the Closing, the parties shall make any necessary adjustment after the Closing by cash payment to the party entitled thereto so that Seller shall have borne all expenses allocable to the period prior to the Closing and Buyer shall bear all expenses allocable to the period from and after the Closing. The provisions of this Section 6.5 shall survive the Closing for a period of one (1) year. Ten (10) days of receipt of prior to the Proposed Overall Allocation specifying the amount Buyer contends should be allocated Closing, Escrow Agent shall deliver to each of the three items above parties for their review and approval a preliminary closing statement (the reason(s"Preliminary Closing Statement") for such disagreementbased on an income and expense statement prepared by Seller, approved by Buyer, and Xxxxx’s proposed alternative allocation. Buyer and Seller shall negotiate in good faith delivered to reach agreement on Escrow Agent prior to said date, setting forth (i) the disputed items or proration amounts in order allocable to determine each of the overall allocation under parties pursuant to this Section 2.06. If Buyer 6.5 and Seller are unable (ii) the Closing Costs allocable to reach an agreement within ten (10) days after Xxxxxx’s receipt each of Buyer’s Overall Allocation Notice, the matters remaining in dispute shall be submitted to an Independent Expert to be engaged parties pursuant to an engagement letter among Buyer, Seller and the Independent Expert, with the costs of such Independent Expert to be split equally by Xxxxx and SellerSection 6.6 hereof. Buyer and Seller shall Based on each request that the Independent Expert make a final determination as to the disputed items within ten (10) days after such submission, with the Independent Expert acting as an expert and not as an arbitrator. (b) Together with the Proposed Overall Allocation, Seller shall deliver to Buyer a proposed allocation of the portion party's comments, if any, regarding the Preliminary Closing Statement, Escrow Agent shall revise the Preliminary Closing Statement and deliver a final, signed version of a closing statement to each of the Purchase Price (including other amounts treated as consideration for Income Tax purposes, but excluding any Milestone Payment) allocated to parties at the Transferred Assets under Section 2.06(a) among the Transferred Assets in a manner consistent with Section 1060 of the Code Closing (the “Seller’s Draft Allocation”"Closing Statement"). If Buyer disagrees with the Seller’s Draft Allocation, Buyer shall deliver a notice (the “Buyer’s Allocation Notice”) to Seller within thirty (30) days of receipt of the Seller’s Draft Allocation specifying the items as to which Buyer disagrees with the Seller’s Draft Allocation, the reasons for such disagreement, and Xxxxx’s proposed allocation of the portion of the Purchase Price among the Transferred Assets. Buyer and Seller shall negotiate in good faith to reach agreement on the disputed items or amounts in order to determine the allocation under this Section 2.06(b). If Buyer and Seller are unable to reach an agreement within ten (10) days from Seller’s receipt of the Buyer’s Allocation Notice, the matters remaining in dispute shall be submitted to an Independent Expert to be engaged pursuant to an engagement letter among Buyer, Seller and the Independent Expert, with the costs of such.

to Buyer. The Proposed Overall Allocation offer to Buyer (Offer Notice) shall not include be given by written notice in the Milestone Paymentmanner described below. If the proposed sale is to an identifiable person, the Offer Notice shall state the name and address of the prospective purchaser, the number of Offered Shares, the sales price and the terms of payment. The Offer Notice shall offer to sell the Offered Shares to Buyer disagrees with on the Proposed Overall Allocationsame terms and conditions as offered to the prospective purchaser. If the proposed sale is through the public market for the Stock, the Offer Notice shall state the number of Offered Shares and that there is no identifiable prospective purchaser. The sales price per share shall be the weighted average of the per share price for all sales of the Corporation’s Common Stock through the public market during the sixty (60) days preceding the Offer Notice and the payment terms shall be cash at closing. Buyer shall deliver a notice may accept Seller’s offer within thirty (“30) days after Buyer’s Overall Allocation Notice”) to Seller within ten (10) days of receipt of the Proposed Overall Allocation specifying the amount Buyer contends should be allocated Offer Notice by agreeing in writing to each purchase all of the three items above and Offered Shares. The closing date will be a date mutually agreed to by the reason(s) for such disagreement, and Xxxxx’s proposed alternative allocationparties. Buyer and Seller shall negotiate in good faith to reach agreement If the parties cannot agree on the disputed items or amounts in order to determine the overall allocation under this Section 2.06. If Buyer and Seller are unable to reach an agreement within ten (10) days after Xxxxxx’s receipt of Buyer’s Overall Allocation Noticeclosing date, the matters remaining in dispute closing date shall be submitted to an Independent Expert to be engaged pursuant to an engagement letter among Buyer, Seller and on the Independent Expert, with sixtieth (60th) day after the costs date of such Independent Expert to be split equally by Xxxxx and Sellerthe Offer Notice. Buyer and Seller shall each request that the Independent Expert make a final determination as to the disputed items within ten (10) days after such submission, with the Independent Expert acting as an expert and not as an arbitrator. (b) Together with the Proposed Overall AllocationAt closing, Seller shall deliver to Buyer a proposed allocation the certificate or certificates representing the Offered Shares and transfer title of the portion shares free and clear of all claims. Buyer shall deliver to Seller the purchase price of the Purchase Price (including Offered Shares. Buyer shall pay the purchase price by cashier’s check or wire transfer, or if the Offer Notice identifies a prospective purchaser, Buyer may elect any other amounts treated as consideration for Income Tax purposes, but excluding any Milestone Payment) allocated to payment terms set forth in the Transferred Assets under Section 2.06(a) among the Transferred Assets in a manner consistent with Section 1060 of the Code (the “Seller’s Draft Allocation”)Offer Notice. If Buyer disagrees with the does not accept Seller’s Draft Allocation, Buyer shall deliver a notice (the “Buyer’s Allocation Notice”) to Seller offer within thirty (30) days of receipt of the Seller’s Draft Allocation specifying the items as to which Buyer disagrees with the Seller’s Draft Allocation, the reasons for such disagreement, and Xxxxx’s proposed allocation of the portion of the Purchase Price among the Transferred Assets. Buyer and Seller shall negotiate in good faith to reach agreement on the disputed items or amounts in order to determine the allocation under this Section 2.06(b). If Buyer and Seller are unable to reach an agreement within ten (10) days from Sellerafter Buyer’s receipt of the Buyer’s Allocation Offer Notice, Seller shall have the matters remaining right to sell or transfer all of the Offered Shares as set forth in dispute the Offer Notice provided that the sale or transfer is completed within one hundred twenty (120) days after the date of the Offer Notice. Buyer agrees to provide any documents required for Seller to complete the sale to the third party free of the restrictions of this Agreement. If the third party does not purchase the shares within the one hundred twenty (120) day period provided above, the Offered Stock will again be subject to the restrictions of this Agreement. Seller may make gifts of all or part of the Stock without first offering the Stock to Buyer. However, all shares of Stock which Seller continues to own, as well as all shares of Stock given to the donees, shall remain subject to all of the terms and provisions of this Agreement. Also, all of the donees shall be submitted subject to an Independent Expert the terms and provisions of this Agreement that apply to be engaged pursuant Seller as though the donees were parties to an engagement letter among Buyer, Seller and the Independent Expert, with the costs of suchthis Agreement.

to Buyer. The Proposed Overall Allocation shall not include Buyer will cooperate with Seller in preparing the Milestone Payment. If Buyer disagrees with the Proposed Overall Allocation, Buyer shall deliver a notice (“Buyer’s Overall Allocation Notice”) to Seller within ten (10) days of receipt of the Proposed Overall Allocation specifying the amount Buyer contends should be allocated to each of the three items above and the reason(s) for such disagreementTransfer Date Balance Sheet, and Xxxxx’s proposed alternative allocation. Buyer shall provide Seller with such access as is reasonably requested to its books, records and Seller shall negotiate in good faith to reach agreement on the disputed items or amounts employees in order to determine facilitate the overall allocation under this Section 2.06preparation of the Transfer Date Balance Sheet. If Buyer shall have the right to review the workpapers of the Seller used in preparing Seller's Presentation and Seller are unable the pro forma balance sheet and, to reach an agreement within ten (10) days after Xxxxxx’s receipt the extent that Buyer desires, full access to the books, records and properties of Buyer’s Overall Allocation Notice, the matters remaining in dispute shall be submitted to an Independent Expert to be engaged pursuant to an engagement letter among Buyer, Seller and the Independent Expertpersonnel of the Seller, with for purposes of verifying and auditing the costs accuracy of such Independent Expert to Seller's Presentation and the pro forma balance sheet. Seller's Presentation shall be split equally by Xxxxx deemed final and Seller. binding upon the parties hereto for all purposes hereunder unless Buyer and Seller shall each request that the Independent Expert make a final determination as gives written notice to the disputed items within ten (10) days after such submission, Seller of disagreements with Seller's Presentation or the Independent Expert acting as an expert and not as an arbitrator. (b) Together with the Proposed Overall Allocation, Seller shall deliver to Buyer a proposed allocation of the portion of the Purchase Price (including other amounts treated as consideration for Income Tax purposes, but excluding any Milestone Payment) allocated to the Transferred Assets under Section 2.06(a) among the Transferred Assets in a manner consistent with Section 1060 of the Code (the “Seller’s Draft Allocation”). If Buyer disagrees with the Seller’s Draft Allocation, Buyer shall deliver a notice (the “Buyer’s Allocation Notice”) to Seller pro forma balance Sheet within thirty (30) days of after the receipt of the Seller’s Draft Allocation specifying the items 's Presentation by Buyer, such notice to specify in reasonable detail, insofar as to which Buyer disagrees with the Seller’s Draft Allocationpossible, the reasons for nature and extent of such disagreementdisagreements. If Buyer delivers such notice, the Seller and Xxxxx’s proposed allocation of the portion of the Purchase Price among the Transferred Assets. Buyer and Seller shall negotiate endeavor in good faith to reach agreement on resolve any disagreement over the disputed items or amounts in order to determine Transfer Date Balance Sheet, the allocation under this Section 2.06(b)pro forma balance sheet and the calculation of the Targeted Working Capital and Transfer Date Working Capital. If Buyer and Seller the parties hereto are unable to reach an agreement resolve any such disagreement within ten thirty (1030) days from Seller’s receipt after Buyer gives the Seller such notice thereof, within fifteen (15) days thereafter such remaining disagreements shall be referred for final determination to an independent accounting firm of national reputation reasonably acceptable to the parties hereto. Such parties may submit to such accounting firm any facts which they deem relevant, and such accounting firm's determination of all matters pertaining to the pro forma balance sheet, the Transfer Date Balance Sheet and the calculation of the Buyer’s Allocation Notice, the matters remaining in dispute Transfer Date Working Capital shall be submitted to an Independent Expert to be engaged pursuant to an engagement letter among Buyerconclusive, Seller non-appealable and binding upon the Independent Expert, with the costs parties hereto for all purposes of suchthis Section 4.