Merger Consideration Allocation. No later than one-hundred fifty (150) days after final determination of the Merger Consideration pursuant to Article II, Purchaser shall prepare and deliver to the Equityholder Representative a statement allocating the Merger Consideration (as adjusted pursuant to this Agreement) and any liabilities or other relevant items treated as consideration for U.S. federal Income Tax purposes among each of the assets of the Company and the Company Subsidiary for all applicable Tax purposes (the “Merger Consideration Allocation”) in accordance with applicable Law (including Section 1060 of the Code and the Treasury Regulations thereunder) and in a manner consistent with the methodology set forth on Exhibit G (such statement, the “Allocation Statement”). The Equityholder Representative will have fifteen (15) Business Days after receipt of the Allocation Statement (the “Allocation Evaluation Period”) to object to the Allocation Statement by delivery to Purchaser prior to expiration of the Allocation Evaluation Period a notice of objection with reasonable detail of the Equityholder Representative’s objections (an “Allocation Notice of Objection”). If the Equityholder Representative timely delivers an Allocation Notice of Objection to Purchaser, Purchaser and the Equityholder Representative shall negotiate in good faith during the 15-day period beginning on the Business Day after the date of delivery of the Allocation Notice of Objection (the “Allocation Resolution Period”) to resolve the Equityholder Representative’s objections. If (a) as a result of such negotiation the parties agree on the Merger Consideration Allocation during the Allocation Resolution Period, or (b) if the Equityholder Representative fails to deliver an Allocation Notice of Objection to Purchaser prior to expiration of the Allocation Evaluation Period, then such allocation will be final and binding on the Parties and none of the Parties will take or cause to be taken any position or other action inconsistent with such allocation for any Tax reporting purpose, upon examination of any Tax Return, in any refund claim, or in any Proceeding or otherwise, unless otherwise required by a “determination” (within the meaning of Section 1313(a) of the Code or any similar provision of other applicable Law). Notwithstanding anything to the contrary set forth in this Section 7.7 (including Exhibit G) if the Parties are unable to resolve all disputes set forth in the Allocation Notice of Objection within the Allo...
Merger Consideration Allocation. The parties agree to treat the transactions contemplated by this Agreement, if no Promissory Notes are issued, as a sale of interests in a partnership by Sellers and a purchase of assets by Buyer for U.S. federal income Tax purposes pursuant to Revenue Ruling 99-6, 1999-1 C.B. 187, and that, as a result of the sale and purchase of the Membership Interests, the Company shall terminate for U.S. federal income Tax purposes under Section 708(b)(1)(A) of the Code as of the end of the Closing Date, or if the Promissory Notes are issued, as a sale by Sellers of a portion of their interests in a partnership to Buyer in exchange for the Cash Consideration Amount and the principal amount of the Promissory Notes as representing Sellers’ rights to receive distributions in liquidation of their remaining interests in the partnership under Section 736(b) of the Code, and in each case that neither they nor their Affiliates will take any position inconsistent with such treatment in notices to or filings with taxing authorities, in audit or other proceedings with respect to Taxes, or in other documents or notices relating to the transactions contemplated by this Agreement unless required to do so by a “determination” as defined in Section 1313 of the Code. Within sixty (60) days after the Closing Date, Buyer shall prepare and provide to the Sellers’ Representative a proposed allocation of the Cash Consideration Amount and any liabilities properly included for U.S. federal income Tax purposes, among the assets of the Company (the “Allocation Statement”). The Sellers’ Representative shall provide notice to Buyer of any disagreement with Buyer’s proposed Allocation Statement within sixty (60) days of receipt of the same. If the Sellers’ Representative does not notify Buyer of any disagreement with Buyer’s proposed Allocation Statement within such sixty (60) day period, such proposed Allocation Statement will represent the parties’ agreement as to the final allocation of the Merger Consideration. If the Sellers’ Representative notifies Buyer of any disagreement with Buyer’s proposed Allocation Statement within such sixty (60) day period, Buyer and the Sellers’ Representative shall cooperate in good faith to resolve any such disagreement. If the parties fail to resolve their differences over the disputed items within such sixty (60) day period, Buyer and the Sellers’ Representative shall forthwith jointly request that the Accounting Referee make a binding determination as to the...
Merger Consideration Allocation. That portion of the Merger Consideration attributable to the U.S. inventory, U.S. accounts receivable, U.S. due from related parties, other U.S. net assets and stock of foreign subsidiaries of KRATON shall be initially allocated among such items in the manner described in the attached Schedule 2.4. Subsequent to the date hereof, Buyer and Seller shall mutually agree on the retention by the Company of an independent appraisal firm to provide for a more specific allocation of the Merger Consideration, including but not limited to the U.S. inventory and the stock of foreign subsidiaries. If the appraisal of U.S. inventory and/or the appraisal of the stock of foreign subsidiaries exceeds the U.S. inventory amount set forth on Schedule 2.4 or $255,000,000 with respect to the stock of
Merger Consideration Allocation. Subject to Section 2.4, the Merger Consideration will be allocated to the acquired net assets as follows:
Merger Consideration Allocation. The Merger Consideration and any liabilities of the Company that for Tax purposes are treated as assumed by the Parent (collectively, the “Tax Purchase Price”) shall be allocated among the assets of the Company in such a manner as is set forth in a purchase price allocation schedule that is jointly prepared and mutually agreed to by the Holder Representative and the Parent prior to, or as soon as practicable after, the Closing Date (the “Agreed Asset Acquisition Statement”). The Tax Purchase Price as finally determined shall be allocated in accordance with the Agreed Asset Acquisition Statement, all income Tax Returns and reports filed by the Parent and the Holder Representative shall be prepared consistently with the Agreed Asset Acquisition Statement, and no party nor any of their respective Affiliates or direct or indirect owners shall take a position on any Tax Return, or before any Governmental Authority in connection with the examination of a Tax Return or in any judicial proceeding, that is in any manner inconsistent with the Agreed Asset Acquisition Statement, except as required by applicable Law. Notwithstanding anything herein to the contrary, in the event that the Holder Representative and the Parent are unable to mutually agree to an Agreed Asset Acquisition Statement within ninety (90) days after the Closing Date, each party shall be permitted to adopt its own positions regarding the allocation of Tax Purchase Price among the assets of the Company and neither party shall have any further obligations to the other with respect to such allocations of Tax Purchase Price.
Merger Consideration Allocation. For all Tax purposes, the parties shall allocate all of the consideration to be paid pursuant to Section 2.8 in the manner set forth in the Final Schedule 2.8(c) to the disposition by the Company Equityholders, and the acquisition by Parent, of the Shares and shall not allocate any such consideration to any other agreements or obligations. Any payments made under Article VIII shall be treated for all Tax purposes as an adjustment to the purchase price for the Shares.
Merger Consideration Allocation. (a) For U.S. federal (and applicable state, local and non-U.S.) income Tax purposes, the parties intend the Merger under this Agreement shall be properly characterized in accordance with Revenue Ruling 99-6, Situation 2, as follows: (i) as to the Holders, as a sale of partnership interests in the Company, and (ii) as to Buyer, as a liquidation of the Company followed by an acquisition by Buyer of all of the Company's assets.
(b) Within ninety (90) days after the Closing Date, Buyer shall prepare and deliver to the Holders Representative an allocation of the Merger Consideration (and all other amounts treated as consideration for the purchase of the assets of the Company for U.S. federal income Tax purposes, including liabilities assumed) among the assets of the Company in accordance with Section 1.6 and with Sections 741, 751 and 1060 of the Code and the rules and Treasury Regulations promulgated thereunder, and any comparable provisions of state, local or other tax Law (the “Merger Consideration Allocation”). Upon receipt of the Merger Consideration Allocation from Buyer, the Holders Representative shall have twenty (20) days to provide written comments to Buyer, which Buyer shall consider in good faith. If the Holders Representative fails to deliver written comments to Buyer within such twenty (20) days, the Merger Consideration Allocation delivered by Buyer to the Holders Representative shall be final and binding on the parties in all respects. Buyer and the Holders Representative will in good faith negotiate to resolve any dispute on the Merger Consideration Allocation and shall amend the Merger Consideration Allocation to reflect any resolution agreed to in writing. Buyer and the Holders Representative shall use the same procedures provided in Section 1.10(c) to agree upon and finalize the Merger Consideration Allocation and to resolve any disputes relating thereto. Buyer and the Holders Representative also shall allocate any adjustments to the Merger Consideration in accordance with Treasury Regulations Section 1.1060-1(e), and any allocations made as a result of such adjustments shall become part of the Merger Consideration Allocation. The Merger Consideration Allocation shall be revised after all adjustments, if any, have been made in accordance with this Section 1.11. The parties hereby agree to report the U.S. federal, state, local and non-U.S. Tax consequences of the Contemplated Transactions in a manner consistent with the Merger Consideration ...
Merger Consideration Allocation. The Parties agree that the consideration to be paid pursuant to Article I of this Agreement and other items properly includible in the deemed sales price of the assets of the Company pursuant to the Section 338(h)(10) Elections shall be allocated, for Tax purposes, among the Company’s assets in a manner consistent with the provisions of Section 338 and Section 1060 of the Code and all regulations promulgated thereunder. The Buyer shall prepare IRS Form 8883 for inclusion with the federal income Tax Return of the Company ending on the Closing Date and any similar allocation required under state, local, or foreign law (collectively, “IRS Form 8883”). The Buyer shall permit the Seller Representative to review and comment on IRS Form 8883. The Company, the Sellers and the Buyer agree to report this transaction for federal Tax purposes as a valid election under Section 338(h)(10) and in accordance with IRS Form 8883 as ultimately filed, and shall not take any position or action inconsistent therewith upon examination of any Tax Return, in any refund claim, in any litigation, investigation or otherwise; provided, however, that if, in any audit of any Tax Return of the Sellers, the Company or the Buyer by a Government Authority, the fair market values are finally determined to be different from IRS Form 8883, as adjusted, the Buyer, the Company and the Sellers may (but shall not be obligated to) take any position or action consistent with the fair market values as finally determined in such audit.
Merger Consideration Allocation. The Merger Consideration shall be allocated to the Company Stockholders as follows:
(i) first, to the Series B Stockholders in an amount equal to the aggregate Series B Merger Consideration with each Series B Stockholder receiving that stockholder’s Series B Merger Consideration;
(ii) second, to the Series A Stockholders in an amount equal to the aggregate Series A Merger Consideration with each Series A Stockholder receiving that stockholder’s Series A Merger Consideration; and
(iii) finally, the remaining Merger Consideration will be paid to all Company Stockholders, with each Company Stockholder receiving its Proportional Share. For the avoidance of doubt the calculation of the Merger Consideration payable to each Company Stockholder pursuant to this Section 1.9(b) is inclusive of the Escrow Shares.
Merger Consideration Allocation. Schedule 4.25 hereto (the “Payment and Allocation Schedule”) contains a correct and complete list of (i) the shares of Company Stock owned by each Company Stockholder as of the Execution Date (assuming exercise of the Company Rights, other than the Company Rights set forth on Schedule 3.3(b)), (ii) the Payoff Amount if the Closing were to occur on December 31, 2009, utilizing an assumed LIBOR rate, together with the Payment Form requested by each Company Lender to pay in full and fully satisfy and discharge such Company Debt on the Closing Date, and (iii) a spreadsheet which calculates the Payoff Amount and determines the Payment Form based on any proposed Closing Date and any assumed LIBOR rate in accordance with the applicable Company Credit Facility.
