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.
(ii) In the event that the Proposed Key Holder Transfer constitutes a Change of Control, the terms of the Purchase and Sale Agreement shall provide that the aggregate consideration from such transfer shall be allocated to the Participating Investors and the selling Key Holder in accordance with Sections 2.1 and 2.2 of Article IV(B) of the Restated Certificate and, if applicable, the next sentence as if (A) such transfer were a Deemed Liquidation Event (as defined in the Restated Certificate), and (B) the Capital Stock sold in accordance with the Purchase and Sale Agreement were the only Capital Stock outstanding. In the event that a portion of the aggregate consideration payable to the Participating Investor(s) and selling Key Holder is placed into escrow and/or is payable only upon satisfaction of contingencies, the Purchase and Sale Agreement shall provide that (x) the portion of such consideration that is not placed in escrow and is not subject to contingencies (the “Initial Consideration”) shall be allocated in accordance with Sections 2.1 and 2.2 of Article IV(B) of the Restated Certificate as if the Initial Consideration were the only consideration payable in connection with such transfer, and (y) any additional consideration which becomes payable to the Participating Investor(s) and selling Key Holder upon release from escrow or satisfaction of such contingencies shall be allocated in accordance with Sections 2.1 and 2.2 of Article IV(B) of the Restated Certificate after taking into account the previous payment of the Initial Consideration as part of the same transfer.
Allocation of Consideration. The Parties intend that the acquisition of the Shares and the Purchased Assets be treated as a taxable transaction for Tax purposes. Within ninety (90) days after the Closing Working Capital has been determined in accordance with Section 2.3(c) or (d), Purchaser shall deliver to SCT a schedule containing a preliminary allocation (the "Preliminary Allocation Schedule") of the consideration paid for the Shares and the Purchased Assets, together with the Assumed Liabilities (the "Allocable Consideration"). Within thirty (30) days after receipt of the Preliminary Allocation Schedule, SCT shall notify Purchaser of any objections that SCT may have, which notification shall include any proposed modifications. Failure to so notify Purchaser of any objection shall constitute SCT's acceptance of the Preliminary Allocation Schedule, which shall thereupon become final and binding on the Parties. If SCT notifies Purchaser of any objections, and SCT and Purchaser are able to resolve their differences within fifteen (15) days after Purchaser's receipt of SCT's notification, then such resolution shall become final and binding on the Parties. If SCT and Purchaser are unable to resolve their differences within such period, the matter shall be referred for arbitration to the Accounting Arbitrator, the fees and expenses of which shall be borne equally by SCT and Purchaser. The Accounting Arbitrator's determination of a final allocation shall be final and binding on the Parties. A Preliminary Allocation Schedule that becomes final and binding on the Parties shall be referred to as the "Allocation Schedule." The allocation set forth in the Allocation Schedule shall comply with the rules of Section 1060 of the Code and the Treasury regulations promulgated thereunder. Purchaser and the Sellers agree to be bound by the allocation set forth in the Allocation Schedule for all purposes of Tax reporting, including the filing of applicable forms of the Internal Revenue Service ("IRS Forms"). The Parties agree that the Allocation Schedule shall include an allocation by state where necessary to calculate applicable state sales or transfer taxes applicable to the transactions contemplated hereby, if any.
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. 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. (a) Buyer and Sellers agree (i) that for U.S. federal income tax purposes, the consideration for the Shares and the Transferred Assets (for purposes of this Section 2.07 only, the Transferred Assets shall be deemed to include the materials required to be delivered by Sellers to Buyer under Section 5.03 of the Agreement) shall include the Purchase Price and the Contingent Consideration (the “Total Consideration”) and (ii) with respect to the allocation of the Total Consideration described in Section 2.07(b), to be bound by such allocation in the preparation, filing and audit of any Tax Return; provided that, while the parties shall be obligated to defend in good faith such allocation in connection with any audit of any Tax Return, the parties shall not be required to litigate in any court any challenge to such allocation by any Taxing Authority.
(b) Buyer and Sellers agree to negotiate in good faith to agree on an allocation of the Total Consideration among the Sellers and the Shares and the Transferred Assets; provided that, notwithstanding anything to the contrary in this Agreement, Buyer and Sellers agree that, in all events, (x) the [**] shall be allocated solely to the [**], (y) the [**] and the shares of, [**] in each case, shall be allocated pro rata among the [**], the [**], the [**], the [**] and the [**] according to the relative fair market values of the [**], the [**], the [**], the [**] and the [**] and (z) of the shares of [**]allocated to the [**]and the [**], a number of shares with a fair market value as of the Closing Date of [**] shall be allocated to the laboratory books required to be delivered by Roche Basel to Buyer under Section 5.03 of the Agreement.
(c) If, within 90 days after the Closing, the parties are unable to reach agreement on the allocation described in Section 2.07(b), Buyer and Sellers shall refer the matter to an independent accounting firm in the United States to be mutually agreed upon by the parties (the “Independent Accounting Firm”), and the Independent Accounting Firm shall resolve any such disputes in a manner consistent with the proviso to Section 2.07(b). Buyer and Sellers agree that the Independent Accounting Firm’s resolution shall be conclusive for the purposes of determining the allocation as of the Closing Date. The costs of any such resolution by the Independent Accounting Firm shall be borne equally by the parties. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment req...
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. 20 2.9 Prorations..................................................20
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. (i) Subject to Subsection 2.2(d)(ii), the aggregate consideration payable to the Participating Stockholders and the Prospective Transferor shall be allocated based on the number of shares of Capital Stock sold to the Prospective Transferee by each Participating Stockholder and the Prospective Transferor as provided in Subsection 2.2(b), provided that if a Participating Stockholder 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.
(ii) In the event that the Proposed Transfer constitutes a Change of Control, the terms of the Purchase and Sale Agreement shall provide that the aggregate consideration from such transfer shall be allocated to the Participating Stockholders and the Prospective Transferor in accordance with Sections 2.1 and 2.2 of Article V(B) of the Restated Certificate as if (A) such transfer were a Deemed Liquidation Event, and (B) the Capital Stock sold in accordance with the Purchase and Sale Agreement were the only Capital Stock outstanding.
