Allocation of Value. The Purchase Price shall be allocated among the Assets as set forth in that certain side letter agreement by and between Seller and Buyer dated of even date herewith (the “Allocated Value Side Letter”). The value allocated to an interest as set forth in the Allocated Value Side Letter may be referred to as the “Allocated Value” for that interest and has to be agreed upon by Seller and Buyer.
Allocation of Value. Following each of the St. Louis Closing and the Florida Closing, the Parties shall use reasonable good faith efforts to agree on the value to be allocated to the tangible personal property and real property included in the Assets pursuant to Treasury Regulations relating to like-kind exchanges of multiple assets under Section 1031 of the Code. In the event the Parties fail, within 90 days after such Closing, to reach agreement on the allocation of value, then the Parties shall hire an appraiser (the “Appraiser”) to prepare with respect to this Agreement, not later than 120 days after such Closing, a written report regarding the value to be allocated to the tangible personal property and real property included in the Assets pursuant to Treasury Regulations relating to like-kind exchanges of multiple assets under Section 1031 of the Code. The fees of the Appraiser will be split equally between the Parties. The Parties agree that for purposes of Sections 1031 and 1060 of the Code and the regulations thereunder, each will report the transactions contemplated by this Agreement in accordance with the values determined by this Section 9(c). Each party promptly will give the other notice of any disallowance or challenge of asset values by the Internal Revenue Service or any state or local tax authority.
Allocation of Value. The Partnership, with the approval of the Committee, has allocated to Participant «Award_Value_» ("Value"), which Value, adjusted as described in paragraph 6 below, may be converted into an award of common stock of the Company, par value 0.0001 per share ("Common Stock"), subject to the satisfaction of Company performance objectives, vesting and other conditions set forth in this Agreement and the Plan, as the same may be amended or modified from time to time by the Committee.
Allocation of Value. The value of the OP Units shall be allocated among the Contributed Assets and Properties as agreed to by the parties to this Agreement. The Operating Partnership and the Contributor agree to (i) be bound by the allocation, (ii) act in accordance with the allocation in the preparation of financial statements and filing of all tax returns and in the course of any Tax audit, Tax review or Tax litigation relating thereto and (iii) take no position and cause their affiliates that they control to take no position inconsistent with the allocation for income tax purposes, unless otherwise required by applicable law.
Allocation of Value. If, at any time, an allocation of value among or between the Senior Preferred Stock, the Junior Preferred Stock and the Warrants is required or otherwise deemed appropriate or advisable by Nebco, then Nebco (or its representative) shall determine such allocation; provided that any such allocation shall be subject to the review and approval of the DLJ Entities, which approval shall not be unreasonably withheld by the DLJ Entities.
Allocation of Value. Buyer shall not be liable to Seller for any tax ramifications to Seller or Xxxxxxxx arising out of the purchase price allocation by Buyer.
Allocation of Value. The Purchaser and the Seller hereby agree that Exhibit E attached to this Agreement reflects the allocation of the Purchase Price to the Purchased Assets and that such allocation shall be used by the Purchaser and the Seller in preparing their respective Tax Returns and neither the Purchaser nor the Seller shall dispute such allocation in connection with any audit or other proceeding.
Allocation of Value. 9 Section 2.4. Proration...................................................9 Section 2.5. Initial Working Capital Adjustment.........................11 Section 2.6. Final Working Capital Adjustment...........................11 Section 2.7. Investment of Deposit......................................12 Section 2.8. Opening of Escrow..........................................13
Allocation of Value. (a) Buyer and Seller shall endeavor in good faith to agree upon a schedule (the "Allocation Schedule") prior to or on the Closing Date allocating the Purchase Price (including, for the purpose of this Section 2.3, any other consideration paid to Seller, including the Assumed Liabilities) among the Property, which Allocation Schedule shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder and NRS 375.060. If Buyer and Seller have not agreed on the Allocation Schedule by the Closing Date, Buyer and Seller shall endeavor in good faith to resolve such disagreement as promptly as practicable following the Closing Date. If Buyer and Seller are unable to resolve such disagreement within fifteen (15) days following the Closing Date, then any disputed matter(s) will be finally and conclusively resolved by the Auditor as promptly as practicable, and such resolution(s) will be reflected on the Allocation Schedule. The fees and expenses of the Auditor shall be borne equally by Buyer and Seller.
Allocation of Value. As of the date of this Agreement, TCA and Cable One agree that the value of the Assets of each of TCA and Cable One shall be as set forth in an appraisal ("Appraisal") prepared by Bond & Pecaxx, Xxc. (the "Appraiser"). Within 150 days after the Closing Date, the Appraiser shall perform the Appraisal. The fees and expenses of the Appraiser shall be shared equally by TCA and Cable One. TCA and Cable One agree that the Appraisal shall be conducted for the purpose of reporting the transactions contemplated hereunder as a like-kind exchange pursuant to Section 1031 of the Code and shall not be used to adjust the Purchase Price. Accordingly, each of TCA and Cable One, for purposes of Sections 1031 and 1060 of the Code and the regulations thereunder, will report the Exchange contemplated by this Agreement in accordance with the values set forth in the updated Appraisal. Neither Party shall take any position inconsistent with the valuation contained in the updated Appraisal and will file all returns and reports with respect to the transaction contemplated by this Agreement, including all federal, state and local returns, on a basis consistent with the valuation contained in the updated Appraisal. Each of Cable One and TCA promptly will give the other notice of any disallowance or challenge of asset values by the Internal Revenue Service or any taxing Governmental Authority.
