Allocation of Closing Consideration Sample Clauses

Allocation of Closing Consideration. No later than 120 days after the Closing Date, Parent shall deliver to the Member Representative an allocation of the Closing Consideration paid at Closing plus the liabilities of the Company (in each case to the extent properly taken into account for U.S. income Tax purposes) among the assets of the Company and the Noncompetition Agreements (the “Allocation Schedule”), and Parent and the Member Representative shall cooperate in good faith to mutually agree on such allocation within 30 days thereafter. If agreed to, the Allocation Schedule shall be conclusive and binding upon Parent and the Members for all Tax purposes, and the parties agree that all returns and reports (including IRS Form 8594, if required) shall be prepared in a manner consistent with (and the parties shall not otherwise file a Tax Return or take any other Tax position inconsistent with) the Allocation Schedule (except in respect of any payments of a portion of the Aggregate Consideration made to the Members (or returned to Parent) following the Closing, which shall be allocated in a manner reasonably determined by Parent), unless otherwise required by the IRS or other Tax authority.
Sample 1
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Allocation of Closing Consideration. The Parties hereby agree that the allocation of Closing Consideration set forth in Annex B to the Agreement shall be deleted and replaced with the allocation of Closing Consideration set forth in Annex B to this Amendment.
Sample 1
Allocation of Closing Consideration. The purchase price for Tax purposes (the “Purchase Price”) shall be allocated among the Assets in accordance with the principles of section 1060 of the Code and the related Treasury Regulations in a manner consistent Schedule 2.6.2 attached hereto (it being understood that the information on Schedule 2.6.2 are subject to adjustment as of the Closing Date as provided in this Section 2.6.2 (the “Allocation”). Any subsequent adjustments to the Purchase Price shall be reflected in the Allocation in accordance with the principles set forth in this Section 2.6.2, and in a manner consistent with the Allocation as previously agreed between the Parties. If additional Assets are properly identified after Closing, the Purchase Price shall be re-allocated among the Assets in accordance with the principles set forth in the Section 2.6.2 and in a manner consistent with the Allocation as previously agreed between the Parties.
Sample 1
Allocation of Closing Consideration. The Eclipse Shareholders shall receive 4.704875% of the Closing Consideration reflecting Eclipse's percentage ownership of the Spectra Shares on Closing Date (the "ECLIPSE PURCHASE PRICE"), as to be determined by the Eclipse Shareholders prior to Closing.
Sample 1
Allocation of Closing Consideration. The parties agree that the Closing Consideration shall be allocated among the Assets in accordance with the allocation scheduled attached hereto as Exhibit 2.5 pursuant to Section 1060 of the Code. Seller and Buyer agree to report the federal, state and local income and other tax consequences of the transactions contemplated hereby, and in particular to report the information required by Section 1060(b) of the Code, in a manner consistent with such allocation, and to file all other applicable tax returns and forms to reflect such allocation. Buyer and Seller shall file IRS Form 8594 in a manner consistent therewith.
Sample 1

Related to Allocation of Closing Consideration

  • Closing Consideration The closing consideration shall be delivered at the Closing as follows:

  • Allocation of Consideration (i) Subject to Subsection 2.2(d)(ii), the aggregate consideration payable to the Participating Investors and the selling Key Holder shall be allocated based on the number of shares of Capital Stock sold to the Prospective Transferee by each Participating Investor and the selling Key Holder as provided in Subsection 2.2(b), provided that if a Participating Investor wishes to sell Preferred Stock, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion ratio of the Preferred Stock into Common Stock.

  • Adjustment to Merger Consideration The Merger Consideration shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Common Stock), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Common Stock occurring on or after the date hereof and prior to the Effective Time.

  • Purchase Price; Consideration Purchaser shall, on the date hereof (the “Closing Date”), issue to Seller a promissory note, substantially in the form attached hereto as Exhibit B, in the sum of Fifteen Thousand Dollars ($15,000) (the “Promissory Note”) as the consideration for the Ownership Interests.

  • Purchase Price; Allocation of Purchase Price (a) Subject to the terms and conditions of this Agreement, the purchase price for the Interests and the Purchased Assets (other than the Specified OUS Assets) (such amount, the “Purchase Price”) is payable as follows:

  • Allocation of Purchase Price Buyer shall deliver to Seller at Closing a preliminary allocation among the Auctioned Assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount), Buyer shall prepare and deliver to Seller a final allocation of the Purchase Price and additional consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02, among the Auctioned Assets (the "Allocation"). The Allocation shall be consistent with Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 of the Code and the regulations thereunder ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final Allocation. Each of Buyer and Seller agrees to promptly provide the other party with any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final Allocation.

  • Initial Consideration On the Effective Date, Retrocessionaire shall reimburse Retrocedant for one hundred percent (100%) of any and all unearned premiums paid by Retrocedant under such Inuring Retrocessions net of any applicable unearned ceding commissions paid to Retrocedant thereunder.

  • Stock Consideration 3 subsidiary...................................................................53

  • Adjustments to Merger Consideration The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization or other like change with respect to Company Common Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective Time.

  • Closing Purchase Price The Closing Purchase Price (the "Closing Purchase Price") shall be paid or delivered by Buyer at Closing in the following manner:

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