Preliminary Purchase Price Allocation has the meaning set forth in Section 1.13.

Preliminary Purchase Price Allocation means the preliminary allocation of the Purchase Price among the Acquired Direct Subsidiary Shares and Acquired Assets set out in Exhibit 2.01.

Preliminary Purchase Price Allocation. Any issues with respect to the Allocation Schedule which have not been finally resolved within thirty (30) calendar days after the date of this Agreement shall be referred to the Independent Arbitrator, whose determination shall be final and binding upon the parties. Within thirty (30) calendar days after the date on which the Final Purchase Price is determined (the “Determination Date”), Purchaser shall deliver to Seller a written statement setting forth any proposed revisions to the Preliminary Purchase Price Allocation based on the actual Final Purchase Price. If within thirty (30) days after Seller’s receipt of such written statement, Seller has not objected in writing to such written statement, the revisions to the Preliminary Purchase Price Allocation proposed by Purchaser shall become final. If Seller objects in writing to Purchaser’s proposed revisions within such 30-day period, the parties shall negotiate in good faith to resolve the objections. If such objections are not finally resolved within sixty (60) days following the Determination Date, the dispute shall be submitted to the Independent Arbitrator for resolution, whose determination shall be final and binding upon the parties. Purchaser and Seller shall file their Tax Returns (and IRS Form 8594, if applicable) on the basis of the allocation of the Final Purchase Price, determined as provided in this Section 3.4, and neither party shall thereafter take a Tax Return position or any other position for applicable Tax purposes that is inconsistent with such allocation unless otherwise required pursuant to a final “determination” as defined in Section 1313 of the Code.

Examples of Preliminary Purchase Price Allocation in a sentence

Under the acquisition method of accounting, for the purposes of the unaudited pro forma condensed combined consolidated financial information, management of Xxxxxxx and Era have determined a preliminary estimated purchase price for Era (see Unaudited Pro Forma Condensed Combined Consolidated Financial Information – Note 5: Estimated Purchase Consideration and Preliminary Purchase Price Allocation beginning on page 132 for additional information).
The Preliminary Purchase Price shall be provisionally allocated by Seller and Buyer mutually not later than ten Business Days prior to the Closing Date and shall be set forth in the form substantially similar to Exhibit F attached hereto (the "Preliminary Purchase Price Allocation").

More Definitions of Preliminary Purchase Price Allocation

Preliminary Purchase Price Allocation shall bear the meaning given to such term in Section 5.5;

Related to Preliminary Purchase Price Allocation

Purchase Price Allocation has the meaning set forth in Section 2.6(a).
Purchase Price Allocation Schedule has the meaning set forth in Section 5.11(f)(ii).
Preliminary Purchase Price has the meaning set forth in Section 2.02.
Allocation Schedule has the meaning set forth in Section 2.07.
Purchase Price Adjustment shall have the meaning specified in Section 3.02.
Purchase Price Adjustment Escrow Amount means $500,000.
Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.
Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.
Preliminary Settlement Statement shall have the meaning given such term in Section 3.2.
Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).
Post-Closing Adjustment Amount has the meaning set forth in Section 2.04(c).
Adjustment Statement has the meaning set forth in Section 2.6(a).
Net Purchase Price has the meaning set forth in Section 2.1.
Estimated Closing Statement has the meaning set forth in Section 2.4(a).
Closing Statement has the meaning set forth in Section 2.5(a).
the Purchase Price means the price to be paid by the Buyer to the Seller for the purchase of the Property;
Additional Purchase Price has the meaning provided in Section 1.2(b).
Cash Purchase Price has the meaning set forth in Section 2.1(b).
Preliminary Closing Statement shall have the meaning set forth in Section 2.3(a).
Closing Adjustment has the meaning set forth in Section 2.04(a)(ii).
Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).
Adjustment Amount For any Distribution Date, the difference between (A) the sum of the Class A Principal Balance and the Class B Principal Balance as of the related Determination Date and (B) the sum of (i) the sum of the Class A Principal Balance and the Class B Principal Balance as of the Determination Date succeeding such Distribution Date and (ii) the aggregate amount that would have been distributed to all Classes as principal in accordance with Section 4.01(a) for such Distribution Date without regard to the provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal Principal Amount.
Unit Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).
Estimated Adjustment Amount has the meaning set forth in Section 2.8(a).
Final Purchase Price has the meaning set forth in Section 2.02.
Settlement Statement has the meaning set forth in Section 3.2(a).

Preliminary Purchase Price Allocation definition

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