Allocation of Cash Payment. The cash sum of $300,000 paid at closing will be allocated first by the Seller to the payment in full Seller’s obligation (approximately $194,000) to the Idaho Candy Company and thereby free the Personal Property from any and all Encumbrance by Idaho Candy Company. The balance of the cash proceeds remaining after payment of Idaho Candy Co. will be retained by Seller.
Allocation of Cash Payment. For purposes of determining the value of Title Defects and Environmental Defects in order to make adjustments pursuant to Section 2.2, the Laramie Assets shall be given the Allocated Values on Schedule 2.3(a) and the Delta Assets shall be given the Allocated Values on Schedule 2.3(b).
Allocation of Cash Payment. Subject to Sections 2.3(b) and 2.7(c), the total purchase price payable in cash at the Closing for the Purchased Assets of the Lee-XXXC Stations and the Acquired Companies' Common Stock shall be Five Hundred Sixty-Two Million Five Hundred Thousand Dollars ($562,500,000) (the "Cash Payment"). Purchaser shall be entitled to specify (i) the allocation of the Cash Payment between the Asset Purchase Cash Payment and the Stock Purchase Cash Payment and (ii) the allocation of the Stock Purchase Cash Payment between the KOIN Common Stock and the SJL-Kansas Common Stock, provided that (A) Purchaser delivers such allocations to Lee xx least ten (10) days prior to Closing and (B) Lee xxxroves such allocations, which approval shall not be unreasonably withheld or delayed.
Allocation of Cash Payment. The Cash Payment and the Share Payment shall be allocated among Sellers in the manner set forth on Exhibit C hereto. For all Tax purposes, including, without limitation, for purposes of Section 1060 of the Code and the Treasury Regulations thereunder, the total value of the Registrar Assets (the “Registrar Asset Value”) shall equal the sum of the Cash Payment, the Note, Seller’s Initial Credited Contribution and the dollar amount of the Assumed Liabilities, and shall be allocated among the Registrar Assets in the manner determined by Buyer in its reasonable discretion prior to the Closing. At or prior to the Closing, Buyer and Sellers shall agree on a schedule (the “Allocation Schedule”), setting forth the allocation of the Registrar Asset Value to the items included in the Registrar Assets. In the event the parties cannot so agree, such allocation shall be made by a “Big Four” accounting firm other than KPMG LLP and with whom none of the parties has a material business relationship within the past year, which determination shall be binding, absent manifest error. For all Tax purposes, Buyer and Sellers agree to report the transactions contemplated by this Agreement in a manner consistent with the Allocation Schedule, and will not take any position inconsistent therewith in any Tax Return, Tax filing (including filings required under Section 1060 of the Code), in any refund claim or otherwise. However, the parties acknowledge and agree that the Contribution of the Registrar Assets to LLC and associated Cash Payment and delivery of the Note to Sellers will be reported by LLC and Sellers as a “disguised sale” of an interest in the Registrar Assets in accordance with Treasury Regulations Sections 1.707-4 through 1.707-6, and LLC will apply Treasury Regulation Section 1.707-4(d) to the extent of qualified precontribution expenditures.
Allocation of Cash Payment. No later than ninety (90) days subsequent to the Final Closing Date, Buyer and Seller shall use their good faith efforts to agree to the allocation of the Cash Payment, the Note Portion, the Assumed Liabilities and other relevant items (including, for example, adjustments to the Cash Payment and the Note Portion) to individual assets or classes of assets within the meaning of Section 1060 of the Code (the "Allocation"). If Buyer and Seller cannot agree to an Allocation, Buyer and Seller covenant and agree to file and to cause their respective Affiliates to file, all Tax Returns consistent with each of Buyer and Seller's good faith allocations, unless otherwise required because of a change in applicable Law. In preparing the Allocation, the parties acknowledge that most of the overall consideration being paid hereunder is attributable to the value of the contracts serving the multiple dwelling units in each of the Systems rather than the physical tangible equipment related thereto.
