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 parties shall attempt to mutually agree (which agreement shall not be unreasonably withheld by either party) upon the allocation of the Purchase Price among the elements of the Property, in the manner required pursuant to Section 1060 of the Code, using the following procedure. Within forty-five (45) days after the Closing Date, Buyer shall provide to Seller a proposed allocation of the Purchase Price among the elements of the Property. Seller shall either approve or disapprove such proposal in writing within fifteen (15) days of Seller's receipt of such proposal. Any disapproval of such proposal shall be accompanied by a detailed, written explanation of the reasons for such disapproval. If Seller disapproves such proposal, Buyer and Seller shall thereafter negotiate in good faith the allocation of the Purchase Price among the elements of the Property until such time as they mutually agree upon such allocation; provided, however, that if the parties have not agreed upon such allocation within thirty (30) days after Buyer's receipt of Seller's notice of disapproval of Buyer's original proposal, then the obligation of each party under this Section 2.03 to negotiate such allocation shall thereupon terminate and be of no further force or effect and each party shall thereafter be entitled to allocate the Purchase Price among the elements of the Property in such manner as such party deems appropriate using its reasonable business judgment. Notwithstanding the foregoing, prior to the Closing, the parties shall, in good faith, mutually agree (which agreement shall not be unreasonably withheld by either party) upon that portion of the Purchase Price allocable to the Premises for the sole purposes of determining (i) the amount of the title policy described in Section 3, and (ii) the real property transfer taxes due at Closing. Such agreed-upon allocation of the Purchase Price shall not be binding upon the parties for any other purpose, it being agreed that the allocation of the Purchase Price among the elements of the Property for all other purposes shall be determined in accordance with the first paragraph of this Section 2.03.
Allocation of Value. Buyer shall value the business for tax purposes as follows: Equipment at fair market value; Inventory at acquired value; Trade Accounts Receivable at acquired value; and the balance of Purchase Price to goodwill, the intangibles, and the assigned values of the noncompete/nonsolicitation agreements.
Allocation of Value. Following 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 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 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. 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. 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. Schedule 2.02 sets forth the initial allocation of the consideration, subject to adjustment, among the Assets for all purposes, including financial accounting and tax purposes. The Parties agree that they will not take any position inconsistent with such allocation in preparing any tax returns or tax reports to governmental authorities.
Allocation of Value. Seller and Buyer agree that the transaction under this Agreement is not subject to the reporting requirement of Section 1060 of the Code and that, therefore, IRS Form 8594 (Asset Acquisition Statement Under Section 1060) is not required to be and will not be filed for this transaction. In the event that the Seller and Buyer mutually agree that a filing of Form 8594 is required, Seller and Buyer will confer and cooperate in the preparation and filing of their respective forms to reflect a consistent reporting of the agreed upon allocation. In the event that the allocation is disputed by any taxing authority, the Party receiving notice of such dispute will promptly notify and consult with the other Party and keep the other Party apprised of material developments concerning resolution of such dispute.
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.
