Allocation of Asset Purchase Consideration Sample Clauses

Allocation of Asset Purchase Consideration. (a) The Purchase ------------------------------------------ Price and the Assumed Liabilities and all other capitalizable costs (hereinafter, the "Consideration"), to the extent properly taken into account under Section 1060 of the Code, shall be allocated among each of the Acquired Assets in the manner set forth on Schedule 2.6(a) hereto (the"Allocation").
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Allocation of Asset Purchase Consideration. The Asset Purchase Consideration will be allocated for all purposes (including Tax and financial accounting purposes) as set forth (or in accordance with the methodology set forth) in Exhibit A hereto (the "PURCHASE PRICE ALLOCATION"). Each of the Parties hereto will not take a position on any Tax Return, before any Governmental Body charged with the collection of any Tax, or in any Proceeding, that is in any way inconsistent with the Purchase Price Allocation and will cooperate with each other in timely filing consistent with such allocation on applicable forms with the IRS.
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Allocation of Asset Purchase Consideration. (a) The Purchase Price and the Assumed Liabilities and all other capitalizable costs (hereinafter, the “Consideration”), to the extent properly taken into account under applicable provisions of the Code, shall be allocated on the Closing Balance Sheet among each of the Subject Assets in accordance with an allocation schedule to be agreed upon between Buyer and Seller not later than their agreement with respect to the Closing Balance Sheet (the “Allocation”). If Buyer and Seller do not agree upon the Allocation as described above, any disputed aspects of the Allocation shall be submitted to a Neutral Auditor selected in accordance with the procedures set forth in Section 2.5(c) hereof. The costs, expenses and fees of the Neutral Auditor shall be borne equally by Buyer and Seller. Buyer and Seller agree to act in accordance with the allocations contained in the Allocation in any relevant Returns or similar filings.
Sample 1
Allocation of Asset Purchase Consideration. The Asset Purchase Consideration will be allocated among the Acquired Assets, the Assumed Liabilities, and the Real Property, for all purposes (including Tax purposes) in accordance with the methodology, which shall be agreed to among the Parties within ninety (90) days following the Closing (the "
Sample 1
Allocation of Asset Purchase Consideration. The Asset Purchase Consideration and the Assumed Liabilities shall be allocated to the Acquired Assets as set forth on Exhibit A attached hereto (the --------- "Allocation"). The Parties shall report the sale and purchase of the Acquired Assets on all tax returns and tax forms (including, without limitation, Form 8594 of the Internal Revenue Service) in a manner consistent with such Allocation and shall not, in connection with the filing of such returns or forms, make any Allocation of the Asset Purchase Consideration and the Assumed Liabilities which is inconsistent with the Allocation. The Parties agree to consult with one another with respect to any tax audit, controversy or litigation relating to the Allocation.
Sample 1
Allocation of Asset Purchase Consideration. The parties agree that, for all tax reporting purposes, the Purchase Price shall be allocated as determined by Buyer in its reasonable judgment.
Sample 1
Allocation of Asset Purchase Consideration. (a) The Purchase Price and the Assumed Liabilities and all other capitalizable costs (hereinafter, the "Consideration"), to the extent properly taken into account under applicable provisions of the Code, shall be allocated among each of the Subject Assets in accordance with an allocation schedule to be agreed upon between Buyer and Seller within 120 days following the Closing Date (the "Allocation"); provided, however, any allocation schedule agreed between Buyer and Seller shall not allocate more than $133 million of the Purchase Price to assets of Classes I, II, III, and IV as described in U.S. Department of Treasury Regulation ss.1.1060-1T, promulgated pursuant to the Code. Buyer and Seller agree to act in accordance with the allocations contained in the Allocation in any relevant Returns or similar filings. Any dispute regarding the Allocation not resolved within 120 days following the Closing Date, by agreement of the parties shall be resolved by the procedures set forth in Appendix I hereto.
Sample 1
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Related to Allocation of Asset Purchase Consideration

  • Purchase Consideration The consideration payable in connection with a purchase transaction shall be debited from the appropriate deposit account of the Portfolio as of the time and date that funds would ordinarily be required to settle the transaction in the applicable market. The Custodian shall promptly recredit the amount at the time that the Portfolio or the Fund notifies the Custodian by Proper Instruction that the transaction has been canceled.

  • Distribution of Assets In case the Company shall declare or make any distribution of its assets (including cash) to holders of Common Stock as a partial liquidating dividend, by way of return of capital or otherwise, then, after the date of record for determining shareholders entitled to such distribution, but prior to the date of distribution, the holder of this Warrant shall be entitled upon exercise of this Warrant for the purchase of any or all of the shares of Common Stock subject hereto, to receive the amount of such assets which would have been payable to the holder had such holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such distribution.

  • Contribution of Assets Subject to and upon the terms and conditions contained herein, on the Closing Date, Dentist shall convey, transfer, deliver and assign to Pentegra or any affiliate of Pentegra designated by Pentegra all of Dentist's right, title and interest in and to those certain assets described on EXHIBIT 1.1 attached hereto (individually, "Asset", and collectively "Assets"), free and clear of all obligations, security interests, claims, liens and encumbrances, except as specifically assumed, or taken subject to, by Pentegra pursuant to SECTION 1.3(b) hereof.

  • Asset Purchase Price (a) All Assets and assets of the Failed Bank subject to an option to purchase by the Assuming Institution shall be purchased for the amount, or the amount resulting from the method specified for determining the amount, as specified on Schedule 3.2, except as otherwise may be provided herein. Any Asset, asset of the Failed Bank subject to an option to purchase or other asset purchased for which no purchase price is specified on Schedule 3.2 or otherwise herein shall be purchased at its Book Value. Loans or other assets charged off the Accounting Records of the Failed Bank before the Bid Valuation Date shall be purchased at a price of zero.

  • Transaction Consideration The Transaction Consideration;

  • Fundamental Changes; Disposition of Assets; Acquisitions No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease or sub-lease (as lessor or sublessor), exchange, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and Capital Expenditures in the ordinary course of business) the business, property or fixed assets of, or stock or other evidence of beneficial ownership of, any Person or any division or line of business or other business unit of any Person, except:

  • Payment of Consideration The Consideration shall be paid to the Contributor in the following manner:

  • Purchase of Assets Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall purchase from Seller, and Seller shall sell to Purchaser, the Assets, free and clear of all encumbrances, liens, security interests or other claims.

  • Purchase of Assets, Investments No Borrower will, or will permit any Subsidiary to, directly or indirectly (a) acquire or enter into any agreement to acquire any assets other than in the Ordinary Course of Business or as permitted under clause (h) of the definition of Permitted Investments; (b) engage or enter into any agreement to engage in any joint venture or partnership with any other Person; or (c) acquire or own or enter into any agreement to acquire or own any Investment in any Person other than Permitted Investments.

  • Equity Interest Purchase Price The purchase price of the Optioned Interests (the “Base Price”) shall be XXX 00. If PRC law requires a minimum price higher than the Base Price when Party A exercises the Equity Interest Purchase Option, the minimum price regulated by PRC law shall be the purchase price (collectively, the “Equity Interest Purchase Price”).

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