Allocation of Assets Purchase Price Sample Clauses

Allocation of Assets Purchase Price. The Assets Purchase Price shall be allocated Fifty-five Million Five Hundred Thousand Dollars ($55,500,000.00) as to the Plaza Hotel & Casino and personal property located therein and thereon and shall be allocated among the remaining land, buildings, improvements, inventory and other items in such proportion as Purchaser and Seller agree. Seller and Purchaser will file any and all applicable tax returns and other tax related schedules and documents in accordance with such allocations and the Gaming Assets Purchase Price and will not adopt or otherwise assert tax positions inconsistent therewith. Purchaser shall furnish a copy of a completed form 8594 reflecting the allocation of the Assets Purchase Price to Seller within one hundred twenty (120) days of the Closing.
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Allocation of Assets Purchase Price. (a) Seller and Buyer shall use commercially reasonable efforts to agree to an allocation of the Assets Purchase Price, Assumed Liabilities, and any other items constituting consideration for applicable income Tax purposes (to the extent known at such time) among the Assets that complies with Section 1060 of the Internal Revenue Code and the Treasury Regulations promulgated thereunder as soon as commercially practicable (but in any event by the Closing Date (the “Allocation”)). If Buyer and Seller are unable to agree on an Allocation by the Closing Date, each of Buyer and Seller shall use its own allocation of the Asset Purchase Price. If Seller and Buyer reach an agreement with respect to the Allocation, (i) the parties shall use commercially reasonable efforts to update the Allocation in a manner consistent with Section 1060 of the Internal Revenue Code following any adjustment to the Asset Purchase Price pursuant to this Agreement, and (ii) Seller and Buyer shall, and shall cause their Affiliates to, report consistently with the Allocation in all Tax Returns, including IRS Form 8594, which Buyer and Seller shall timely file with the IRS, and neither Seller nor Buyer shall take any position in any Tax Return that is inconsistent with the Allocation, as adjusted, in each case, unless required to do so by a final determination as defined in Section 1313 of the Internal Revenue Code. Each of Seller and Buyer agree to promptly advise each other regarding the existence of any Tax audit, controversy or litigation related to the Allocation.
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Allocation of Assets Purchase Price. (a) Subject to the terms and conditions of the Purchase Agreement, Wallaby, Hoosier and Terrapin agree that (i) Hoosier (or one or more of its designees) shall purchase the Hoosier Assets; (ii) Terrapin (or one or more of its designees) shall purchase the Terrapin Assets; (iii) Wallaby (or one or more of its designees) shall purchase the Wallaby Assets; and (iv) the Three Party Assets and the Assets to be Sold shall be purchased by Wallaby, Hoosier and Terrapin (or one or more of their respective affiliates) through the GP or as otherwise agreed to by all of the Purchasers). The aggregate cash purchase price shall be determined in accordance with the Purchase Agreement and, at the Closing, the amounts payable by each of Wallaby, Hoosier and Terrapin, as the case may be, shall be an amount equal to (A) such Purchaser's "Share of Cash Consideration to RNA Shareholders" (as set forth on the Master Schedule) plus (B) such party's Percentage Interest in any and all other amounts payable by Purchasers pursuant to the Purchase Agreement (including, without limitation, the Additional Amount, if any, and any amounts payable as of the Closing Date pursuant to Section 5.7(a) of the Purchase Agreement). For purposes of illustration, if the Master Schedule as of the Closing Date is identical to the Master Schedule attached hereto as Exhibit A and the Purchasers were obligated to pay an additional $50,000,000 pursuant to clause (B), then (x) Wallaby would be required to pay the euro ((euro)) equivalent of $975,112,000 plus $21,679,500 (i.e. 43.359% of $50,000,000), (y) Hoosier would be required to pay the euro ((euro)) equivalent of $715,517,000 plus $14,657,500 (i.e. 29.315% of $50,000,000), (z) Terrapin would be required to pay the euro ((euro)) equivalent of $541,432,000 plus $13,663,000 (i.e. 27.326% of $50,000,000). All such amounts shall be paid in cash by each of Wallaby, Hoosier and Terrapin in euros to the extent required by the Purchase Agreement. To the extent currency fluctuation results in an increase or decrease in the amounts payable under the Purchase Agreement relating to the allocations based on dollars (U.S.) in the Master Schedule, then the obligation of each of Wallaby, Hoosier and Terrapin to pay its portion of the purchase price in euros shall be increased or decreased under this Section 2.01(a) to reflect such currency fluctuation.
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Allocation of Assets Purchase Price. (a) As soon as reasonably practicable and in no event later than sixty (60) days after the Closing Date, Buyer and Sellers shall agree upon an allocation of the Purchase Price (the “Allocation”) for federal income tax purposes, including any liabilities properly included therein among the Acquired Assets and the agreements provided for herein. The Allocation shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (and any similar provision of state, local or foreign Law, as appropriate). Buyer and Sellers shall each report the federal, state and local income and other Tax consequences of the transactions contemplated hereby in a manner consistent with the Allocation, including, if applicable, the preparation and filing of Forms 8594 under Section 1060 of the Code (or any successor form or successor provision of any future Tax Law) with their respective federal income Tax Returns for the taxable year which includes the Closing Date, and neither will take any position inconsistent with the Allocation unless otherwise required under applicable Law.
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Related to Allocation of Assets Purchase Price

  • 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.

  • 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.

  • Disposition of Assets; Etc The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease, license, transfer, assign or otherwise dispose of any of its business, assets, rights, revenues or property, real, personal or mixed, tangible or intangible, whether in one or a series of transactions, other than inventory sold in the ordinary course of business upon customary credit terms, sales of scrap or obsolete material or equipment, the lapse of intellectual property of the Borrower or any of its Subsidiaries that is no longer useful or material to their business and sales of fixed assets the proceeds of which are used to purchase other property of a similar nature of at least equivalent value within 180 days of such sale, provided, however, that this Section 6.09 shall not (a) prohibit any sale or other transfer of an interest in accounts or notes receivable to a Securitization Entity pursuant to Permitted Securitization Transactions if the aggregate outstanding principal amount of the Indebtedness under all Permitted Securitization Transactions does not exceed $250,000,000, (b) prohibit any sale or other transfer of any asset of the Borrower or any Subsidiary to the Borrower or any Subsidiary that is a Guarantor and (c) prohibit any such sale, lease, license, transfer, assignment or other disposition if the aggregate book value (disregarding any write-downs of such book value other than ordinary depreciation and amortization) of all of the business, assets, rights, revenues and property sold, leased, licensed, transferred, assigned or otherwise disposed of after the Effective Date and on or prior to such transaction date shall be less than 40% of the aggregate book value of the Consolidated Total Assets as of the end of the fiscal year immediately preceding such transaction and the aggregate amount of businesses, assets, rights, revenues and property sold, leased, licensed, transferred, assigned or otherwise disposed of after the Effective date and on or prior to such transaction date shall be responsible for less than 40% of the consolidated net sales or net income of the Borrower and its Subsidiaries for the fiscal year immediately preceding the date of such transaction, and if immediately after any such transaction, no Default shall exist or shall have occurred and be continuing.

  • 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.

  • Purchase of Assets 11 3.1 Assets Purchased by Assuming Institution 11

  • Sale of Assets, Etc (a) Except as permitted under Section 10.6, the Company will not make any Asset Disposition unless:

  • VALUATION OF ASSETS (a) Except as may be required by the 1940 Act, the Board of Managers shall value or have valued any Securities or other assets and liabilities of the Fund as of the close of business on the last day of each Fiscal Period in accordance with such valuation procedures as shall be established from time to time by the Board of Managers and which conform to the requirements of the 1940 Act. In determining the value of the assets of the Fund, no value shall be placed on the goodwill or name of the Fund, or the office records, files, statistical data or any similar intangible assets of the Fund not normally reflected in the Fund's accounting records, but there shall be taken into consideration any items of income earned but not received, expenses incurred but not yet paid, liabilities, fixed or contingent, and any other prepaid expenses to the extent not otherwise reflected in the books of account, and the value of options or commitments to purchase or sell Securities or commodities pursuant to agreements entered into prior to such valuation date.

  • 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:

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