Extract to table

As a limited and appropriate concession to Seller, the APA should include a carve-out providing that Buyer shall not take any action with the primary purpose and intention of reducing gallons shipped during the Earnout Period solely to avoid or reduce earnout payments

The independent accountant's determination must fall within the range bounded by Buyer's calculation and Seller's objection — the accountant may not determine a value outside this range

During the period between the Escrow Release Date and the expiration of the Fundamental Representation survival period, Buyer must be able to pursue indemnification claims directly against Seller without the protection of the escrow collateral

The Seller portion ($225,000) is effectively an indemnification obligation that must be exhausted before the R&W policy responds — Seller's first $225,000 of indemnification liability is effectively a deductible under the policy

Tax Allocation Overview Because the transaction is structured as an asset purchase, the parties must agree on the allocation of the purchase price among the acquired assets for federal and state income tax purposes

1060-1(a)) require that in an "applicable asset acquisition" (defined as any transfer of a trade or business in which the transferee's basis in the acquired assets is determined wholly by reference to the consideration paid), the consideration must be allocated among the acquired assets using the residual method prescribed by Section 338(b)(5) and Treas