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.
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. The parties shall use reasonable best efforts to agree upon an allocation of the aggregate consideration payable by CryoCath to Endocare, excluding royalties as between CryoCath and Endocare, and to set forth such allocation in a schedule of allocation within thirty (30) days of the Closing Date. Endocare and CryoCath agree that, unless the parties cannot agree on such allocation after such reasonable best efforts, and except as required by any applicable Governmental Body or such party's independent auditors, each party shall (a) report the license grant and sale of the Purchased Assets for federal and state Tax purposes and for all accounting purposes in accordance with the allocations set forth on such schedule of allocation and (b) not take any position inconsistent with the allocations set forth therein on any of their respective Tax returns or financial statements. ----------------- *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.
Consideration Allocation. Within 45 days of the date hereof, Parent shall prepare and deliver to the Holders’ Representative a written allocation of the Final Purchase Price among the assets of the Company and further among the assets of the Company’s Subsidiaries that are treated as disregarded entities for U.S. federal Tax Law, pursuant to Sections 755 and 1060 of the Code, as the case may be, and other applicable provisions of the Code and Treasury Regulations thereunder (the “Consideration Allocation”). If the Consideration Allocation proposed by Parent would result in the recognition of ordinary income for Tax purposes (excluding amounts of ordinary income that are treated as compensation to employees of the Company, the “Ordinary Income Amount”) of more than $2,500,000 in the aggregate for all Holders, and Parent does not irrevocably offer to pay to the Holders as an increase in the Base Purchase Price at the Closing an amount (the “Gross Up Amount”) equal to 28% of the excess of (a) the Ordinary Income Amount over (b) $2,500,000, then the Holders’ Representative will have the right to terminate this Agreement in accordance with Section 10.1(f). If the Holders’ Representative does not terminate this Agreement, the Consideration Allocation shall be binding on the parties unless the Holders’ Representative objects to such Consideration Allocation within 15 days after receipt of such written allocation. The Consideration Allocation agreed to as set forth above shall be subject to adjustments to reflect purchase price adjustments. If the Parent and the Holders’ Representative reconcile their differences as to the allocation of the Final Purchase Price, the Consideration Allocation shall be adjusted accordingly. If the Parent and the Holders’ Representative are unable to reconcile any differences within 20 days after the Holders’ Representative notifies the Parent of its objections, then the Consideration Allocation shall be submitted to an independent accounting firm for final determination (the “Independent Accounting Firm”), and the Consideration Allocation shall be deemed adjusted in accordance with the determination of the Independent Accounting Firm and shall become binding upon the parties hereto. The costs and expenses of the Independent Accounting Firm shall be apportioned equally between the Company and the Holders. Any costs owed by Holders on account thereof and not paid by them in a timely manner will, if the Parent so elects, be paid to the Surviving Company from the...
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”).
Consideration Allocation. (a) Sellers and Buyer agree that the Base Consideration shall be allocated among the Assets for Tax purposes in accordance with the allocation set forth on Schedule 2.7 (the “Base Consideration Allocation Schedule”).
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. 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. 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.
