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.
Allocation of Consideration. Assignee is not entitled to receive any share of the sales proceeds received by Assignor in any transaction permitted by this Section 11.01.
Allocation of Consideration. In addition to the allocation of the Purchase Price contemplated by Article II, Seller and Purchaser shall further allocate the Purchase Price, as finally determined pursuant to Article II, and any other applicable consideration (the “Allocable Amount”) in accordance with the requirements of Section 1060 of the Code (and the regulations promulgated thereunder) for all Tax purposes; provided that such allocation for Tax purposes shall be consistent with the allocation of the Purchase Price as contemplated by Article II. As soon as practicable following the date on which the Final Closing Statement becomes final and binding on the parties pursuant to Section 2.09(f), Seller shall prepare a schedule reflecting the allocation of the Allocable Amount and shall submit such allocation to Purchaser for review. Purchaser and Seller shall use commercially reasonable efforts to agree on the amount and proper allocation of the Allocable Amount in accordance with Section 1060 of the Code. If Seller and Purchaser have not agreed on the allocation within 90 calendar days after the date on which the Final Closing Statement become final and binding on the parties pursuant to Section 2.09(f), then Purchaser and Seller shall each have the right to deliver notice to the other party of its intent to refer the matter for resolution to the Independent Accountant. Purchaser and Seller will each deliver to the other and to the Independent Accountant a notice setting forth in reasonable detail their proposed allocations. Within 30 days after receipt thereof, the Independent Accountant will deliver the allocation schedule and provide a written description of the basis for its determination of the allocations therein (such allocations, whether agreed to by Purchaser and Seller or determined by the Independent Accountant (the “Final Allocation”) shall be final, binding and conclusive on Purchaser and Seller and the parties will report, and will cause their respective Affiliates to report, the federal, state, local and other Tax consequences of the transactions, including the filing of Internal Revenue Service Form 8594, in a manner consistent with such Final Allocation). One-half of all fees, costs and expenses of retaining the Independent Accountant shall be borne by Seller and one-half of such fees, costs and expenses of retaining the Independent Accountant shall be borne by Purchaser. Each party will bear the costs of its own counsel, witnesses (if any) and employees.
Allocation of Consideration. Purchaser shall allocate the Purchase Price (including the Assumed Liabilities, to the extent properly taken into account under Section 1060 of the Code) among the Purchased Assets, the transitional license provided in Section 2.3.4 and the covenant provided in Section 6.14 in accordance with Section 1060 of the Code (and any similar provision of state, local or foreign law, as appropriate) (the “Allocation”) prior to or within ninety (90) days following the Closing and shall deliver to Seller a copy of such Allocation (IRS Form 8594) promptly after such determination. Seller shall have the right to review and raise any objections in writing to the Allocation during the ten (10)-day period after its receipt thereof. If Seller disagrees with respect to any item in the Allocation, the Parties shall negotiate in good faith to resolve the dispute. If the Parties are unable to agree on the Allocation within thirty (30) days after the commencement of such good faith negotiations (or such longer period as Seller and Purchaser may mutually agree in writing), then the Accountants shall be engaged at that time to review the Allocation, and shall make a determination as to the resolution of such Allocation. The determination of the Accountants regarding the Allocation shall be delivered as soon as practicable following engagement of the Accountants, but in no event more than sixty (60) days thereafter, and shall be final, conclusive and binding upon Seller and Purchaser, and Purchaser shall revise the Allocation accordingly. Seller, on the one hand, and Purchaser on the other hand, shall each pay one-half of the cost of the Accountants. The Parties agree to file all Tax Returns (including IRS Form 8594 and, if required, supplemental Forms 8594, in accordance with the instructions to Form 8594) and any other forms, reports or information statements required to be filed pursuant to Section 1060 of the Code and the applicable regulations thereunder, and any similar or corresponding provision of U.S. state, local or non-U.S. Tax Law, in a manner that is consistent with the finalized Allocation and to refrain from taking any position inconsistent therewith unless required by applicable Law or a final determination of a taxing authority.
Allocation of Consideration. The aggregate consideration payable to the Participating Investors and the Transferring Investor shall be allocated based on the number of shares of Capital Stock sold to the Prospective Transferee by each Participating Investor and the Transferring Investor.
Allocation of Consideration. The consideration payable by Buyer under --------------------------- this Agreement will be allocated among the Assets as set forth in a schedule to be prepared not later than 180 days after the Closing Date (or April 1 of the year following the Closing Date if earlier) by an independent appraiser with significant experience in the cable television industry. Such appraiser will be selected by the mutual agreement of Buyer and Seller within 30 days after the date of this Agreement, and the fees of such appraiser will be shared equally by Buyer and Seller. Buyer and Seller agree to be bound by the allocation and will not take any position inconsistent with such allocation and will file all returns and reports with respect to the transactions contemplated by this Agreement, including all federal, state and local Tax returns, on the basis of such allocation.
Allocation of Consideration. Purchaser and Seller agree that the consideration payable hereunder at the Closing shall be allocated among the Assets, tangible and intangible, on the basis of an allocation (the “Allocation”) to be reasonably determined by Purchaser and Seller in accordance with applicable regulations and the Code. Purchaser and Seller agree (i) to timely file a mutually acceptable appropriate IRS form in accordance with the Allocation and (ii) that the Allocation shall be binding on Purchaser and Seller for all tax reporting purposes, except that either party may change any such report in the event of a dispute with any taxing authority or take any other step to settle or resolve such a dispute.
Allocation of Consideration. The Initial Consideration, as adjusted by the other provisions of Article II or Section 6.12 or 6.13 and any indemnification payments, plus the amount of the Acquired Company Liabilities (the “Total Consideration”), shall be allocated among the QRI Assets and the assets and properties of the Acquired Companies (collectively with the QRI Assets, the “Contributed Assets”) 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) (the “Consideration Allocation”). BreitBurn and Quicksilver agree that the unadjusted Total Consideration shall be allocated among the Contributed Assets in accordance with the principles of Section 1060 of the Code and the Treasury Regulations, as set forth in Exhibit D of this Agreement (individually, a “Tax Allocated Value”, and collectively, the “Tax Allocated Values”). Prior to Closing, the Parties shall prepare a mutually agreed schedule setting forth any necessary adjustments to the Tax Allocated Values, based upon the Closing Date Consideration (the “Closing Consideration Allocation Schedule”). Any post-Closing adjustments with respect to the consideration for the Contributed Assets shall be treated as adjustments to the Consideration Allocation, which shall be made 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). Quicksilver and BreitBurn shall report the transactions contemplated by this Agreement in a manner consistent with the Consideration Allocation, such as reporting of asset values and other items for purposes of all federal, state, and local Tax Returns, including without limitation, Internal Revenue Service Form 8594. Quicksilver and BreitBurn shall not take any position in any Tax Return, Tax proceeding or Tax audit that is inconsistent with the Consideration Allocation, except as required by Law; provided, however, that neither BreitBurn nor Quicksilver shall be unreasonably impeded in its ability to settle any Tax audit or other Action related to Taxes.
Allocation of Consideration. The parties will use commercially reasonable efforts to agree upon an allocation of the Consideration to the Subject Interests and further among the Assets for U.S. federal income Tax purposes in compliance with the principles of Treasury Regulation Section 1.755-1.
Allocation of Consideration. 7 2.6 Determination of Number of LP Units........................................................... 7 2.7 Contributor's Transfer of LP Units to Contributor's Partner................................... 7 2.8 Redemption.................................................................................... 7 2.9 Registration of Common Shares................................................................. 7 2.10
