Fair Market Value of Assets. (a) The fair market value of the assets of the COMPANY exceeds the sum of the COMPANY'S liabilities, plus the amount of liabilities, if any, to which the COMPANY'S assets are subject.
(b) The liabilities of the COMPANY were incurred by the COMPANY in the ordinary course of its trade or business and are associated with its assets.
Fair Market Value of Assets. For purposes of section 8.3.3 and section 8.5, the fair market value of the Company’s assets shall be as determined by the Board using the methods normally used by the Company to value its assets. In the absence of fraud, the determination of the Board shall be final and not subject to dispute.
Fair Market Value of Assets. The parties hereto agree that the Purchase Price represents the fair market value of the Purchased Assets. Any allocation of the Purchase Price among the Purchased Assets that is agreed upon by the parties shall be binding on King, King-Nevada and Mallinckrodt for all purposes relating in any fashion to liability for sales tax, income tax or any other kind of tax or assessment.
Fair Market Value of Assets. The fair market value of the Company’s assets shall be as agreed by the Manager and the Investor Member in question. If they cannot agree, the fair market values shall be determined by a single qualified appraiser chosen by the mutual agreement of the Manager and the Investor Member in question. If they cannot agree on a single appraiser, then they shall each select a qualified appraiser to determine the fair market values. Within forty five (45) days, each such appraiser shall determine the fair market values, and if the two values so determined differ by less than ten percent (10%) then the arithmetic average of the two values shall conclusively be deemed to be the fair market values of the assets. If the two values differ by more than ten percent (10%), then the two appraisers shall be instructed to work together for a period of ten (10) days to reconcile their differences, and if they are able to reconcile their differences to within a variation of ten percent (10%), the arithmetical average shall conclusively be deemed to be the fair market values. If they are unable to so reconcile their differences, then the two appraisers shall, within ten (10) additional days, pick a third appraiser. The third appraiser shall, within an additional ten (10) days, review the appraisals performed by the original two, and select the one that he believes most closely reflects the fair market values of the Company’s assets, and that appraisal shall conclusively be deemed to be the fair market value.
Fair Market Value of Assets. The parties hereto agree that the Purchase Price represents the fair market value of the Assets. The allocation of the Purchase Price to the Inventory shall be the amount calculated in accordance with Section 2.4(b). The amount paid pursuant to Section 2.4(a)(i) shall be allocated to the Intellectual Property and goodwill associated with the Business. Such allocations shall be binding on the parties and their Affiliates for all purposes relating in any fashion to liability for any Tax or assessment.
Fair Market Value of Assets. (a) The fair market value of the assets of each of FOUNDER A, FOUNDER B and FOUNDER C exceeds the sum of its respective liabilities, plus the amount of liabilities, if any, to which the assets are subject.
(b) The liabilities of FOUNDER A, FOUNDER B and FOUNDER C were incurred by FOUNDER A, FOUNDER B and FOUNDER C, respectively, in the ordinary course of their respective trade or business and are associated with their respective assets.
Fair Market Value of Assets. The fair market value of Cash Systems's assets exceeds the sum of its liabilities plus the liabilities, if any, to which the assets are subject.
Fair Market Value of Assets. The Purchase Price shall be --------------------------- allocated among the Assets acquired hereunder as disclosed in Schedule 3.4. ------------ After the Closing, each of iBill, iBill Corp., and the Purchaser hereby covenants and agrees that it shall make consistent use of the allocation, fair market value, and useful lives specified in Schedule 3.4 for all Tax purposes ------------ and in all filings, declarations, and reports with the Internal Revenue Service ("IRS") in respect thereof, including the reports required to be filed under Section 1060 of the Internal Revenue Code of 1986, as amended, and all regulations and rulings related thereto. The Purchaser shall prepare and deliver IRS Form 8594 to the Sellers within 45 days after the Closing Date. In any proceeding, hearing, inquiry, or investigation related to the determination of any Taxes, neither the InterCept Parties nor the Sellers shall contend or represent that such allocations is not a correct allocation.
Fair Market Value of Assets. The parties agree that the Purchase --------------------------- Price represents the fair market value of the Assets. The Purchase Price shall be allocated among the Assets acquired and Assumed Liabilities assumed under this Agreement as disclosed in Schedule 3.3, which shall be agreed upon by the ------------ parties no later than the Closing Date. Each of the Sellers, the Purchaser, and the Parent covenants and agrees that it will not take a position on any income tax return, before any governmental agency charged with the collection of any income tax, or in any judicial proceeding that is in any way inconsistent with the terms of this Article 3.
Fair Market Value of Assets. The fair market value of WSC's assets exceeds the sum of its liabilities plus the liabilities, if any, to which the assets are subject.
