Consideration Allocation. (a) For U.S. federal income Tax purposes, Seller and Purchaser agree to allocate the Final Secondary Equity Interests Cash Consideration and any other amounts treated as taxable consideration for the Secondary Equity Interests for such Tax purposes (the “Tax Consideration”) among the Transferred Assets and any other assets treated as partnership property the basis of which is adjusted under Section 743 of the Code and the Treasury Regulations promulgated thereunder (the “Relevant Assets”), in each case, in accordance with Section 2.13(a) of the Seller Disclosure Schedule (the “Allocation Schedule”).
(b) No later than ninety (90) days after the date on which the Final Cash Consideration is finally determined pursuant to Section 2.12, Purchaser shall deliver to Seller a proposed allocation of the Tax Consideration among the Relevant Assets, determined in a manner that reflects, incorporates and is consistent with the Allocation Schedule and is consistent with applicable Tax Law (the “Purchaser’s Allocation”). If Seller disagrees with Purchaser’s Allocation, Seller may, within thirty (30) days after delivery of Purchaser’s Allocation, deliver a notice (the “Seller’s Notice”) to Purchaser to such effect, specifying those items as to which Seller disagrees and setting forth Seller’s proposed allocation. If the Seller’s Notice is duly and timely delivered, Seller and Purchaser shall, during the thirty (30) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation. If Seller and Purchaser are unable to reach such agreement, they shall promptly thereafter cause the Independent Accounting Firm (who shall be promptly engaged if not previously engaged in accordance with Section 2.12) to resolve any remaining disputes. All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm shall be borne equally by Seller and Purchaser. Any allocation determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with the Allocation Schedule unless otherwise required by a change in applicable Law after the date of this Agreement.
(c) The allocation, as prepared by Purchaser if no Seller’s Notice has been duly and timely delivered with respect to Purchaser’s Allocation, as adjusted pursuant to any agreement between Seller and Purchaser or as determined by the Independent Accounting Firm in a...
Consideration Allocation. Within sixty (60) days of the determination of the Final Net Working Capital, NGL Subsidiary shall provide to SemStream a proposed schedule allocating the Aggregate Consideration (as adjusted pursuant to Section 2.4(b) (and relevant Assumed Liabilities) among the Contributed Assets and the non-compete obligation set forth in the Non-Competition Agreement (the “Consideration Allocation Schedule”). The Consideration Allocation Schedule will be prepared in accordance with the applicable provisions of the Code. NGL Subsidiary and SemStream shall make appropriate adjustments to the Consideration Allocation Schedule to reflect any adjustments to Aggregate Consideration or other relevant items. NGL Subsidiary and SemStream agree to use commercially reasonable efforts to agree on the Consideration Allocation Schedule and, if agreed, to report for all Tax reporting purposes the transactions in accordance with the mutually agreed Consideration Allocation Schedule, as appropriately adjusted. In the event NGL Subsidiary and SemStream cannot agree on the Consideration Allocation Schedule each Party may allocate the Aggregate Consideration for their respective separate Tax reporting purposes in their discretion.
Consideration Allocation. (a) Subject to the terms and conditions hereof, and subject to the adjustments specified in SECTION 1.3 hereof, the aggregate amount (the "AGGREGATE PURCHASE PRICE") paid by Hanover for the Schlumberger Equity Interests, the OSI Assets, the Rocky Mountain Assets and the Alliance Agreement, which shall be allocated by the Parties in accordance with SECTION 1.2(c), shall consist of: (i) the following amounts paid at Closing: (A) Two Hundred Seventy Million Dollars ($270,000,000) in cash, (B) One Hundred Fifty Million Dollars $150,000,000) in the form of a subordinated promissory note having the terms set forth on the Term Sheet attached hereto as EXHIBIT 1.2 (the "HANOVER NOTE") and (C) a number of shares of Hanover common stock ("HANOVER STOCK") having a value (without giving effect to any restrictions on transfer) of Two Hundred Eighty Three Million Dollars ($283,000,000), as provided in SECTION 1.2(b), and (ii) upon any draw down on a financing of the PIGAP II project owned by WilPro, the net amount of the draw down multiplied by 30% until an aggregate of Fifty Eight Million Dollars ($58,000,000) in cash has been paid to Surenco.
(b) The Hanover Stock to which Sellers shall be entitled on the Closing Date according to the terms of this ARTICLE I shall be the number of such shares equal to the quotient of the purchase price to be paid in the form of Hanover Stock divided by the Average Closing Price. The "Average Closing Price" shall mean the average of the closing prices (the "UNCOLLARED AVERAGE") of one share of Hanover Stock on the New York Stock Exchange as reported in The Wall Street Journal for the thirty (30) days on which the New York Stock Exchange is open and available for at least five (5) hours for the trading of securities immediately prior to the earlier to occur of (i) the tenth day following the day on which the final condition to closing set forth in SECTION 6.3, SECTION 6.4, SECTION 6.6, SECTION 7.3, SECTION 7.4 and SECTION 7.6 is satisfied or waived and (ii) the Closing Date; provided, however, that if the UnCollared Average exceeds $41.50, the Average Closing Price shall equal $41.50, and if the UnCollared Average is less than $32.50, the Average Closing Price shall equal $32.50. For these purposes, during such thirty (30) day period, Hanover or its Affiliates shall not purchase or cause to be purchased any of the outstanding Hanover Stock and Sellers or their Affiliates shall not sell or cause to be sold any of the outstanding Hanover ...
Consideration Allocation. Notwithstanding anything to the contrary contained herein or in any other Transaction Document, on no date shall the Aggregate Cash Payments with respect to Outstanding Common Shares (including Dissenting Shares) and Outstanding Options be less than twenty percent (20%) of the total Aggregate Cash Payments on such date. If on any date the foregoing sentence would be violated by the consideration payable to the Securityholders on such date, then all payments on and after such date shall be made as follows until the Aggregate Cash Payments payable with respect to Outstanding Common Shares and Outstanding Options would exceed twenty percent (20%) of all Aggregate Cash Payments absent this Section 2.10(f): (a) eighty percent (80%) allocated to the holders of Outstanding Series A Preferred Shares and Outstanding Series B Preferred Shares (pro rata in accordance with the Series A Liquidation Preference and Series B Liquidation Preference of each such
Consideration Allocation. Notwithstanding anything to the contrary above, the Parent, in its sole discretion, shall have the option at Closing to increase the Cash Purchase Price and to decrease the Note Portion by an equal amount, in which case the Cash Purchase Price and Note Portion shall be deemed so modified for the purposes of this Agreement.
Consideration Allocation. Purchaser and the Seller agree to allocate the consideration received for the Subsidiary Shares, the Seller Software, the Other Software and the Seller Trademarks as set forth on EXHIBIT H hereto (the " Consideration Allocation"). After the Closing Date, neither Purchaser nor Seller shall (i) take any position in any Tax Return, report, or form or (ii) reach any settlement or agreement in respect of any Audit that, in either case, is inconsistent with the Consideration Allocation, unless such inconsistency is mandated by applicable Law. If such inconsistency is mandated by applicable law, the party taking such position shall provide timely and reasonable notice to the other party of such inconsistency and its effect on the Consideration Allocation.
Consideration Allocation. Within sixty (60) days of the determination of the Final Towing Net Working Capital, Purchaser shall provide to the Representative a schedule allocating the Towing Consideration (as adjusted pursuant to Section 2.2(b), and including any Liabilities of Towing) among the assets of Towing (the “Towing Consideration Allocation Schedule”). The Towing Consideration Allocation Schedule will be prepared in accordance with the applicable provisions of the Code and consistent with the methodologies set forth on Section 2.3 of the Towing Disclosure Schedule. Purchaser and the Representative shall make appropriate adjustments to the Towing Consideration Allocation Schedule to reflect any adjustments to the Towing Consideration or other relevant items. Purchaser and the Selling Members agree for all Tax reporting purposes to report the transactions in accordance with the Towing Consideration Allocation Schedule, as appropriately adjusted.
Consideration Allocation. Unless otherwise agreed in writing, the Seller and the Purchaser agree that the Consideration shall be allocated among the Shares in accordance with Schedule 4 (Shares to be Transferred).
Consideration Allocation. As consideration for the sale, transfer, assignment, conveyance and delivery of the Purchased Assets, Buyer shall pay and deliver to Seller the Purchase Price and shall assume the Assumed Liabilities. Such consideration will be allocated as set forth on Schedule 2.3. Unless otherwise agreed in writing by Buyer and Seller, Buyer and Seller shall (a) reflect the Purchased Assets in their books and for Tax reporting purposes in accordance with such allocation, (b) file all forms required under Code Section 1060 (including Form 8594) and all other Tax Returns and reports in accordance with and based upon such allocation and (c) unless required to do so in accordance with a “determination” as defined in Code Section 1313(a)(1), take no position in any Tax Return, Tax Proceeding, Tax audit or otherwise which is inconsistent with such allocation.
Consideration Allocation. Before the Closing, Purchaser and the Sellers shall negotiate in good faith to determine that portion of the Consideration and other relevant amounts allocable to the Sellers’ covenant not to compete in Section 9.
1. The parties shall prepare and file their respective tax returns consistent with the reporting requirements of Sections 1060. The parties shall take no positions contrary thereto in any tax return, tax contest or other tax filing or proceeding. If any tax authority challenges such allocation, the party receiving notice of such challenge shall give the other prompt written notice thereof and the parties shall cooperate in order to preserve the effectiveness of such allocation.
