File Name: tax and purchase price allocation asset purchase agreement .zip
Purchase Price Allocation. Sellers and Purchaser agree to and agree to cause their respective Affiliates to allocate the Purchase Price and any assumed liabilities treated as amount realized, for Tax purposes, among the assets and shares deemed sold for U. If Parent and Purchaser are unable to reach such agreement, they shall promptly thereafter cause the Independent Accounting Firm to resolve any remaining disputes. Any allocation of the Purchase Price and other relevant amounts determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with the Purchase Price Allocation. All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm shall be borne equally by Sellers, on the one hand, and Purchaser, on the other hand.
Allocation of Purchase Price. The Company may make reasonable inquiries of Purchaser and its accountants and employees relating to the Initial Allocation, and Purchaser shall use reasonable efforts to cause any such accountants and employees to cooperate with, and provide such requested information to, the Company in a timely manner. Such determination by the Arbitrating Accountant shall be i in writing, ii furnished to Purchaser and the Company as soon as practicable and in no event later than thirty 30 days after the items in dispute have been referred to the Arbitrating Accountant , iii made in accordance with the principles set forth in this Section The Allocation shall b Sample 1. Sample 2.
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Related Content. A short-form asset purchase agreement for the purchase and sale of all or substantially all of the assets of a private New York corporation, drafted in favor of the buyer. This Standard Document is based on New York law, assumes a single corporate buyer and a single corporate seller, and assumes that the signing and closing of the transaction are simultaneous. This Standard Document has integrated notes with important explanations and drafting and negotiating tips. Close Drafting Note Read This Before Using Document Asset purchase agreements vary in length and complexity depending on a variety of factors, such as:. The relationship between the parties. Whether signing and closing are simultaneous or separate.
Exhibit Deltak Construction Services Inc. The Seller desires to sell and assign to the Buyer, and the Buyer desires to purchase and assume from the Seller, substantially all of the assets, and certain specified liabilities, of the Business upon the terms and subject to the conditions set forth in this Agreement;. As a condition and inducement to the willingness of the Seller to enter into this Agreement, Hamon has, concurrently with the execution and delivery of this Agreement by the Buyer, executed and delivered a Guarantee pursuant to which Hamon has guaranteed the payment of the Initial Purchase Price to the Seller. In consideration of the mutual representations, warranties, covenants and agreements and upon the terms and subject to the conditions hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound hereby, agree as follows:. The following capitalized terms used in this Agreement have the following meanings for all purposes of this Agreement:. Each accounting term used herein that is not specifically defined herein shall have the meaning given to it under GAAP.
Purchase Price Allocation. E. Escrow. 2 C. Employment/Consulting Agreements Seller will want to make sure the tax indemnity is reduced by the.
Exhibit Exhibit Index. Disclosure Schedule Index. Schedule Index. Seller desires to sell the Business and substantially all of its assets and properties and transfer certain specified liabilities and Purchaser desires to acquire the Business and substantially all of the assets and properties, and assume certain specified liabilities, of Seller, on the terms and subject to the conditions hereinafter set forth.
Every business transaction is unique, and buyers and sellers should always consult with the appropriate professionals attorneys and accountants when considering a business sale structure. While there are many considerations when negotiating the type of transaction, tax implications and potential liabilities are the primary concerns. If the business in question is a sole proprietorship, a partnership, or a limited liability company LLC , the transaction cannot be structured as a stock sale since none of these entity structures have stock.
Dated as of July 9, Disclosure Schedule. Kelly, Jr.
ARTICLE II Purchase and Sale, Purchase Price, Allocation and Other Related , Transfer Taxes, 20 A, Form of Set-Off Indemnity Escrow Agreement,Cory V. 17.05.2021 at 19:04
This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of July 29, , “Post-Closing Tax Period” means any taxable period beginning after the to Seller a schedule allocating the Purchase Price, as adjusted in accordance.