Allocation of Consideration definition

Allocation of Consideration. As used herein, the term "Consideration" shall mean the sum of (i) the cash amounts paid by Purchaser pursuant to Section 1.2(a), plus (ii) the Assumed Liabilities as defined in Section 1.2(f). The parties hereto agree that the Consideration will be allocated in accordance with a schedule to be agreed upon by the parties within 60 days following the Closing Date. Prior to the Closing, the parties will arrive at an estimate of such allocation. All tax returns, reports and other similar filings will be prepared and timely filed by each of Seller and Purchaser consistently with one another with respect to the final allocation of the Consideration and strictly in accordance with such allocation.
Sample 1
Allocation of Consideration. The consideration provided Buyer Corp hereunder (the "Purchase Price") shall be allocated as follows:
Sample 1

Examples of Allocation of Consideration in a sentence

  • See below under "Tax Consequences to Creditors -- Allocation of Consideration Received" for a discussion of the allocation of consideration to Claims for accrued interest.

  • As noted below (see "Tax Consequences to Creditors -- Allocation of Consideration Received"), under the Plan, Cash or New Term Notes will be distributed to Holders of Pre-Petition Credit Agreement Claims and General Unsecured Claims in respect of their Claims for accrued interest.

  • Allocation of Consideration from the Sale TransactionIn formulating the Plan, the Debtors have allocated the consideration from the Sale Transaction to the various Debtor Groups assuming a uniform operating cash flow multiple applied to each Debtor Group’s operating cash flow for the twelve months ended September 30, 2005 (“ LTM OCF”).

  • See subsection B.8 below, entitled "Allocation of Consideration to Interest." A holder's tax basis in any New Anne Klein Common Stock received in satisfaction of its Claim will equal the fair market value of such stock.

  • The Share Consideration shall be allocated to the Shares of each Company in accordance with Schedule 8 (Allocation of Consideration).

  • See subsection B.8 below, entitled "Allocation of Consideration to Interest." A holder's tax basis in any New Anne Klein Common Stock received in satisfaction of its Claim (other than a claim for accrued but unpaid interest) will equal the holder's aggregate adjusted tax basis in its Claim (not including any claim for accrued but unpaid interest).

  • Any payments made in respect of the Net Asset Adjustment or the Indian Asset Adjustment in respect of the Business Assets shall be allocated for the benefit of or against the Business Seller to which it relates in accordance with Schedule 8 (Allocation of Consideration).

  • The Share Consideration shall be allocated to the Shares in accordance with Schedule 8 (Allocation of Consideration).

  • The parties hereto shall make appropriate adjustments to the Allocation of Consideration to reflect changes in the Consideration.

  • Xxxxx Title: Chief Executive Officer Schedule I Allocation of Consideration and Notes Xxxx Xxxxxxx: Holder of Registrable Shares Number of Registrable Shares Consideration and Notes to be Delivered Xxx X.

Related to Allocation of Consideration

  • Aggregate Consideration has the meaning set forth in Section 11.6(C).

  • Total Consideration means the total amount (but without duplication) of (a) cash paid in connection with any Acquisition, plus (b) Indebtedness for borrowed money payable to the seller in connection with such Acquisition, plus (c) the fair market value of any equity securities, including any warrants or options therefor, delivered to the seller in connection with any Acquisition, plus (d) the amount of Indebtedness assumed in connection with any Acquisition.

  • Other Consideration means cash and/or any securities (other than New Shares) or assets (whether of the entity or person (other than the Share Issuer) involved in the Merger Event or a third party).

  • Additional Consideration has the meaning set forth in Section 3.2.

  • Base Consideration has the meaning set forth in Section 1.2.

  • Purchase Consideration means the aggregate net cash proceeds received by the Company or Specialty Foods Corporation ("SFC") (after deducting all fees and expenses incurred by the Company, SFC and/or their respective affiliates in connection with the Sale). By way of example, if the Purchase Consideration equaled $500,000,000, your Sale Bonus would be $500,000. The Sale Bonus shall be paid to you within three (3) months of the completion of the Sale.

  • Initial Consideration shall have the meaning set forth in Section 5.01.

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Equity Consideration has the meaning set forth in Section 2.3(b)(ii).

  • Sale Consideration means the value of the H-1 Bid and accepted and approved by BSNL for the Said Land Parcel in its Acceptance Letter.

  • Designated Noncash Consideration means the Fair Market Value of noncash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Disposition that is so designated as Designated Noncash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation.

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.

  • Merger Consideration has the meaning set forth in Section 3.1(a).

  • Class B Floating Allocation means, with respect to any Monthly Period, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, the numerator of which is the Class B Adjusted Investor Interest as of the close of business on the last day of the preceding Monthly Period and the denominator of which is equal to the Adjusted Investor Interest as of the close of business on such day; provided, however, that, with respect to the first Monthly Period, the Class B Floating Allocation shall mean the percentage equivalent of a fraction, the numerator of which is the Class B Initial Investor Interest and the denominator of which is the Initial Investor Interest.

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

  • Alternate Consideration shall have the meaning set forth in Section 5(e).

  • Conversion Consideration shall have the meaning specified in Section 14.12(a).

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

  • Unit Consideration has the meaning set forth in Section 2.2(a).

  • Share Consideration has the meaning given to it in Section 2.2;

  • Minimum Consideration means the $.01 par value per share or such larger amount determined pursuant to resolution of the Board to be capital within the meaning of Section 154 of the Delaware General Corporation Law.

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Deferred Consideration shall have the meaning ascribed to such term in Section 4(d).

  • Transaction Consideration has the meaning set forth in Section 11.7 hereof.