Common use of Allocation of Merger Consideration Clause in Contracts

Allocation of Merger Consideration. Parent and the Shareholders agree that the Merger Consideration and the liabilities of the Company (plus other relevant items) will be allocated to the assets of the Company for all purposes (including tax and financial accounting) in a manner consistent with the fair market values set forth on Schedule 2.8 hereto. Parent, the Company and the Shareholders shall file all tax returns (including amended returns and claims for refund) and information reports in a manner consistent with such values).

Appears in 1 contract

Samples: Merger Agreement (Neomedia Technologies Inc)

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Allocation of Merger Consideration. Parent and the Shareholders agree that the Merger Consideration and the liabilities of the Company (plus other relevant items) will be allocated to the assets of the Company for all purposes (including tax and financial accounting) in a manner consistent with the fair market values set forth on Schedule 2.8 2.9 hereto. Parent, the Company and the Shareholders shall file all tax returns (including amended returns and claims for refund) and information reports in a manner consistent with such values.).

Appears in 1 contract

Samples: Merger Agreement (Altrimega Health Corp)

Allocation of Merger Consideration. Parent and the Shareholders agree that the Merger Consideration and the liabilities of the Company (plus other relevant items) will be allocated to the assets of the Company for all purposes (including tax and financial accounting) in a manner consistent with the fair market values set forth on Schedule 2.8 hereto. Parent, the Company and the Shareholders shall file all tax returns (including amended returns and claims for refund) and information reports in a manner consistent with such values).. EXECUTION COPY

Appears in 1 contract

Samples: Merger Agreement (Paradigm Holdings, Inc)

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Allocation of Merger Consideration. The Parent and the Shareholders agree that the Merger Consideration and the liabilities of the Company (plus other relevant items) will be allocated to the assets of the Company for all purposes (including tax and financial accounting) in a manner consistent with the fair market values set forth on Schedule 2.8 2.16 hereto. The Parent, the Company and the Shareholders shall will file all tax returns (including amended returns and claims for refund) and information reports in a manner consistent with such values).

Appears in 1 contract

Samples: Merger Agreement (European Micro Holdings Inc)

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