Apportionment of Consideration. 3.6.1 The Share Consideration shall be apportioned between:
Apportionment of Consideration. 3.4 The Consideration payable by the Purchaser shall be apportioned in accordance with Column B of Schedule 2 (Assets).11 Risk in the Assets
Apportionment of Consideration. Such Foreign Subsidiary covenants that it will agree to the apportionment and application of the consideration to be paid by Buyer to S&W pursuant to this Agreement in respect of the assets of such Foreign Subsidiary that are to be sold to Buyer hereunder; provided, however, that the consideration to be allocated to such Foreign Subsidiary must be paid to or effectively credited to such Foreign Subsidiary under governing financial accounting practices and, provided further, that such Foreign Subsidiary shall not be obligated to convey an asset if the consideration to be paid in respect of the asset is determined by its directors acting in good faith to be manifestly unfair to such Foreign Subsidiary or otherwise to constitute less than fair value for such asset and such determination by the Board of Directors is supported by the determination of a firm of independent chartered accountants selected by such Foreign Subsidiary and Buyer for such purpose.
Apportionment of Consideration. 3.3.1 The Consideration shall be apportioned among the Assets as set out in the Allocation Schedule. Each of the Purchaser and the Seller shall use the apportionment of the Consideration among the Assets as set out in the Allocation Schedule (and where applicable amended in accordance
Apportionment of Consideration. The Consideration shall be apportioned as between the Ordinary Shares and the A Preference Shares as follows:
Apportionment of Consideration. 109 APPENDICES* A Audited Accounts B Management Accounts ---------------- * Omitted in accordance with Regulation S-K Item 601(b)(2). C Reorganisation accrual schedule D List of finance and capital leases E Form 9100 filing and supporting affidavits AGREED FORM DOCUMENTS* Disclosure Letter Property Documents Circular (to include Notice of EGM and text of resolution) Indemnity for lost share certificate Resignations of directors, secretary and auditors Solicitors instruction letter re escrow account ---------------- * Omitted in accordance with Regulation S-K Item 601(b)(2). THIS AGREEMENT is made on 2000 BETWEEN:
Apportionment of Consideration. £ 1 Movables 742,000 2 Motor Vehicles Nil 3 Plant and equipment 7,745,000 4 Business Contracts excluding those referred to in 5 below Nil 5 Leased Assets and related Business Contracts Nil 6 Claims Nil 7 Business Records Nil 8 Business IPR Nil 9 Property 913,000 10 Goodwill Nil 12 US Assets Nil 13 Other (please specify) Nil TOTAL 9,400,000 Schedule 2 : The Property Schedule 2 The Property Particulars of the Property Leasehold land at Wingates Industrial Estate, Westhoughton, Xxxxxx registered at the Land Registry under title number MAN68061. Schedule 3 : Employees Schedule 3 Part 1 Employees Xxxx Xxxxxx Xxxx Xxxxxxxx Xxxx Xxxxxxxx Xxxxxx Xxxxx Xxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxx Xxxxx Xxxxxxx Xxxxx Xxxxxxx Xxxx Xxxxxxxxx Xxxxxxx Xxxxx Xxxxx Xxxxxxx Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx Xxxx Xxxx Xxxxxxx Xxxxxx Xxxxx Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxxx Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxx Xxxxxx Xxxxx Xxxxxx Xxxxx Xxxxxxx Xxxxxxx Xxxx Xxxxx Xxxxxxxxx Xxxxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxx Xxxxxx Xxxxx Xxxxxx Xxxxxx Xxxxxxxxx Xxxxxxx Xxxxx Xxx Xxxxxxx Xxx Xxxxxxxxxx Xxxxx Chyzak Xxxxx Xxxxxxxx Xxxxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Czapara Xxxxxxx Xxxxxx Xxxxx Xxxxxx Xxxxxx De’issik Xxxxx Xxxxxx Xxxxx Xxxxx Xxxxx Xxxxxxx Xxxxx Xxxxxx Xxxxx Xxxxxx Xxxxxx Xxxxx Xxxx Xxxxxxx Keiran Xxxxxxx Xxxxxx Xxxx Xxxx Xxxxxxxxxx Xxxxx Xxxxxxx Xxxxx Xxxxx Xxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxx Xxxxxxx Xxxxx Xxxxxx Xxxxx Xxxx Xxxxxxxxx Xxxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Gryza Xxxxxxxxx Xxxxxxxx Xxx Xxxxxxxxx Xxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxxxxx Xxxxxxxx Xxxxxx Xxxxx Xxxxxxx Xxxx Xxxxxx Xxxxxx Xxxxxx Xxxxx Xxxx Xxxxxx Xxxxx Xxx Xxxxx-Joimot Xxxxx Xxxxxxxxxx Germain Kadima Xxxxx Xxxxxxx Xxxxxxx Xxxxxx Xxxxxx Xxxx Schedule 3 : Employees Xxx Xxxxxxx Xxxxx Xxxx Xxxx Xxxxxxxxx Xxxxxx Xxxxxx Xxxx Xxxx Xxxxxx Xxxx Xxxxxx Kirfoot Xxxxxxxx Xxxxxxxxx Xxxxxxxx Xxxxxxxxx Xxxxxxxxx Xxxxxxxxxxx Xxxx Xxxxx Xxxxxx Xxxxxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxx Xxxxxx Xxxxxxxxxxx Xxxxxx Xxxxx Xxxxxxxxxx Xxxxxxxx Xxxx Xxxxx Xxxxxxxx Xxxxx Xxxxx Xxxxx Xxxxx Xxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxxx Xxxxxx Xxxxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxxxxxx Xxxxxxx Xxxxxx Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxxx Xxxxxxxx Xxxxxxx Xxxxxx Xxxxx Xxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxx Xxxxxx Naliya Xxxxxxxxx Xxxxxx Xxxxxx Xxxx Xxxxxx Xxxxxxx Xxxxxxx Xxxxxxxxx Xxxxxx Xxxxx Xxxx Xxxxxxxxxx Xxxxxxx Xxxxx Xxxxx Xxxxx Xxxxx Xxxxx Xxx Xxxxxxxxx Xxxx Xxxxxxxx Xxxx Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxx Xxxx Xxxxx Xxxxx Xxxxxx Xxxxxxxx Ansumania Xxxxx Xxxxxx Xxxxxxxx X...
Apportionment of Consideration. The value attributed by the Vendor and the Purchaser to the Assets is as follows and the total amount of the consideration payable under clause 2.3.1 is accordingly allocated as follows: Asset Consideration GRS Capital Equipment euro 1,100,000 Patents and Know-How relating to Gastro-Intestinal Permeation Enhancement Technology euro 400,000 Patents and Know-How relating to GRS Improvements euro 200,000 Patents and Know-How relating to Blood Brain Barrier Technology and Vaccine Technology euro 100,000 As between the Patents and the Know-How referred to above the Purchaser has attributed the consideration referred to above as follows: Irish situate Patents (including European patents and applications and PCT applications, with an Irish dimension): euro 250,000 The Know-How and all other Patents: euro 450,000 together with any future payments to be made pursuant to clause 2.3 and clause 5 The Purchaser acknowledges that the Vendor makes no representation about the realisable value of the Assets.
Apportionment of Consideration. Consideration, if any, paid by [*] shall be [*] based on [*]. The [*] shall be calculated [*] to which [*] relates to as follows: (a) [*] in the applicable country, divided by (b) the [*] in the applicable country, less [*] which are allocable to [*], and which are in accordance with the Accounting Standard for such period. The Parties shall negotiate in good faith and agree upon the [*] to be used on a consistent basis to [*] between the Parties (the “[*]”). Genentech shall pay to NewLink [*] within [*] after receipt of the applicable consideration from [*]. For the purpose of clarity, any [*] under [*] shall not (x) be [*] or (y) be [*].
Apportionment of Consideration. 3. The Business Contracts
