Allocation of the Purchase Consideration Sample Clauses

Allocation of the Purchase Consideration. DIVERSA and GSK, to the extent applicable, recognize their mutual obligations pursuant to Section 1060 of the Internal Revenue Code of 1986, as amended, to timely file IRS Form 8594 with each of their respective federal income tax returns (the “Purchased Asset Acquisition Statement”). Accordingly, to the extent applicable, DIVERSA and GSK agree to cooperate in the preparation of the Purchased Asset Acquisition Statement for the timely filing in each of their respective federal income tax returns. If applicable, prior to [*] after the Closing Date, DIVERSA shall prepare and deliver to GSK a proposed statement of allocation setting forth an allocation of the Purchase Consideration among the Purchased Assets in accordance with the provisions of Section 1060 of the Code (the “Statement of Allocation”). If GSK approves the Statement of Allocation, then, unless otherwise prohibited by law, all foreign, federal, state and local income tax returns of DIVERSA and GSK shall be filed consistently with the allocations made pursuant to the Statement of Allocation. If GSK does not approve the Statement of Allocation, DIVERSA and GSK shall make good faith efforts to agree on the allocation of the consideration among the Purchased Assets. If DIVERSA and GSK, after good faith negotiations, cannot agree on the allocation of the consideration within [*] following the Closing Date, then no Statement of Allocation shall be prepared, and each Party shall prepare and file its tax returns in accordance with its own allocations.
Sample 1
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Allocation of the Purchase Consideration. The Purchase Consideration shall be allocated in accordance with Schedule 2.4, to be provided by SDRC at the Closing, subject to mutual agreement by the parties.
Sample 1
Allocation of the Purchase Consideration. Buyer and Seller agree to allocate the Purchase Consideration, as adjusted, in accordance with the principles set forth in Schedule 2.3(b), which schedule is based upon the unaudited balance sheets of Seller as of December 31, 2006. After the Closing Date such schedule will be updated to conform to the unaudited balance sheets of Seller, NewCo1 and NewCo2 as of the Closing Date. Thereafter, the Parties will make consistent use of the allocation for all tax purposes and in all filings, declarations, and reports to the IRS in respect thereof, including the reports required to be filed under Section 1060 of the Code, and to be filed with the State of Hawaii Department of Taxation, including the Bulk Sales Report (Form G-8A). Buyer will prepare and deliver IRS Form 8594 to Seller within forty-five (45) days after the Closing Date to be filed with the IRS, which shall be subject to Seller’s approval, prior to submission thereof by Buyer to the IRS. In any litigation related to the determination of any tax, Buyer and Seller must not contend that such allocation is not a correct allocation.
Sample 1

Related to Allocation of the Purchase Consideration

  • Allocation of the Purchase Price (a) Within ninety (90) days after the final determination of the Final Purchase Price pursuant to Section 2.5, the Sellers will provide the Buyer with a statement (or statements) (the “Asset Acquisition Statement”) with the Sellers’ proposed allocation of the Final Purchase Price (plus any other amounts, including Assumed Liabilities, to the extent properly taken into account as consideration for applicable Tax purposes) among the Transferred Assets and, if applicable, the Ancillary Agreements and any other rights transferred hereunder or thereunder in accordance with Section 1060 of the Code (and any other applicable state, local or non-U.S. Law). The Buyer may, within thirty (30) days after receiving such Asset Acquisition Statement, propose to the Sellers in writing any changes to such Asset Acquisition Statement that are consistent with applicable Law (the “Allocation Notice of Objection”), and if the Buyer does not deliver such a Notice of Objection within such period, the Buyer shall be deemed to have accepted such proposed Asset Acquisition Statement and it shall become final and binding on the Parties. If the Buyer delivers a Notice of Objection, then the Buyer and the Sellers will endeavor in good faith to resolve any differences with respect to the Asset Acquisition Statement within thirty (30) days after the Sellers’ receipt of the Notice of Objection. If the Buyer and the Sellers are unable to resolve such differences, the matters in dispute shall be resolved by the Accounting Firm, which determination by such Accounting Firm shall be consistent with this Agreement. The fees, costs and expenses of the Accounting Firm shall be borne by the Buyer and the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered.

  • Purchase Consideration The consideration payable in connection with a purchase transaction shall be debited from the appropriate deposit account of the Portfolio as of the time and date that funds would ordinarily be required to settle the transaction in the applicable market. The Custodian shall promptly recredit the amount at the time that the Portfolio or the Fund notifies the Custodian by Proper Instruction that the transaction has been canceled.

  • 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.

  • Payment of Consideration The Consideration shall be paid to the Contributor in the following manner:

  • 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.

  • Transaction Consideration The Transaction Consideration;

  • The Consideration 2.1 The Borrower agrees, as consideration for the Loan, to:

  • 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.

  • Adjustment of Consideration Notwithstanding any restriction or any other matter in this Agreement to the contrary, if, between the date of this Agreement and the Effective Time, the issued and outstanding Purchaser Shares shall have been changed into a different number of shares by reason of any split, consolidation or stock dividend of the issued and outstanding Purchaser Shares or similar event, then the Consideration to be paid per Company Share shall be appropriately adjusted to provide to Company Shareholders the same economic effect as contemplated by this Agreement and the Arrangement prior to such action and as so adjusted shall, from and after the date of such event, be the Consideration to be paid per Company Share.

  • Aggregate Consideration 10.1 Agreement.......................................................................

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