Total Consideration Allocation Sample Clauses

Total Consideration Allocation. The parties agree to allocate the consideration paid for the Transferred Assets under this Agreement among the Transferred Assets in accordance with Section 1060 of the Code as mutually agreed to by the parties within one hundred and eighty (180) days after the Closing. If Buyer and Seller are unable to agree, the final allocation of such consideration among the Transferred Assets shall be determined by an independent party mutually agreed to by Parent and the Seller Representative (the "Selected Firm") and the Selected Firm's determination of the allocation shall be final and binding upon the parties hereto for purposes of this Agreement. Buyer and Seller and the shareholders of Seller shall use such mutually agreed-to allocations in preparing any filings required pursuant to Section 1060 of the Code or any similar provisions of state or local law, shall report the tax consequences of the transactions contemplated by this Agreement in a manner consistent with such allocations on all relevant tax returns and shall not take any position inconsistent therewith.
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Total Consideration Allocation. The Total Consideration shall be allocated to the Chem-Waste Intercompany Indebtedness at the face value of such debt on the Closing Date in the following order to the extent required: (i) the cash portion of the purchase price; (ii) the Purchaser Convertible Debenture, which the parties agree shall be valued at $350,000,000; and (iii) the Purchaser Common Shares; and the remainder to the Chem-Waste Shares.
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Total Consideration Allocation. With respect to any Closing Net Working Capital Shortfall, Closing Net Working Capital Surplus or Restatement Payment, as determined in accordance with Section 2.7, Buyer and Seller hereby agree that a portion of any such Closing Net Working Capital Shortfall, Closing Net Working Capital Surplus or Restatement Payment shall be allocated to the consideration paid by Buyer under this Agreement and the U.S. Asset Purchase Agreement in a manner mutually agreed upon by the parties prior the date hereof and reflected on Schedule 1 hereto. With respect to the Pre-Closing Tax Liabilities referred to in Sections 2.6 and 2.7, Buyer and Seller agree that such liabilities shall be allocated to the consideration paid by Buyer under this Agreement. To the extent that any portion of any Closing Net Working Capital Shortfall, Closing Net Working Capital Surplus, Pre-Closing Tax Liability or Restatement Payment is allocated pursuant to this Section 2.9 to the consideration paid by Buyer for the Shares, the Stock Purchase Price shall be adjusted upward with respect to any allocated portion of a Closing Net Working Capital Surplus, Pre-Closing Tax Liabilities or Restatement Payment received by Seller or downward with respect to any allocated portion of a Closing Net Working Capital Shortfall, Pre-Closing Tax Liabilities or Restatement Payment paid to Buyer by Seller and such adjusted purchase price is referred to herein as the "ADJUSTED STOCK PURCHASE PRICE."
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Total Consideration Allocation. Seller and Purchaser shall allocate the Total Consideration in accordance with Section 1060 of the Code and the Treasury Regulations issued thereunder, as specified on Schedule 2.7. Any adjustments to the Total Consideration shall result in an adjustment to Allocation in accordance with Section 1060 of the Code and the Treasury Regulations issued thereunder. The Allocation, as so adjusted, shall be binding on the parties for all purposes. Purchaser and Seller shall prepare and timely file Form 8594 (Asset Acquisition Statement under Section 1060 of the Code) including any required amendments or supplements thereto, which shall reflect and be consistent with the Allocation and any adjustments thereto. Neither Purchaser nor Seller shall, nor shall they permit their respective Affiliates to, take any position inconsistent with the Form 8594, as appropriately adjusted.
Sample 1
Total Consideration Allocation. (i) Within ninety (90) days of the determination of the Final Working Capital, as finally determined, Buyer shall provide to the Seller Representative a schedule allocating the portion of the Total Consideration (along with any liabilities or other amounts treated for U.S. federal income Tax purposes as) paid for the equity interests in the Company (other than the Blocker Shares) among the assets of the Company and its Subsidiaries (the “Total Consideration Allocation Schedule”). The Total Consideration Allocation Schedule shall be prepared in accordance with the applicable provisions of the Code and consistent with the methodologies set forth in Section 8.6(f) of the Disclosure Schedules. If within thirty (30) days of receiving the Total Consideration Allocation Schedule, the Seller Representative has not objected, the Total Consideration Allocation Schedule shall be final and binding. If within thirty (30) days the Seller Representative objects to the Total Consideration Allocation Schedule, the Seller Representative and Buyer shall cooperate in good faith to resolve their differences; provided, that if after thirty (30) days, the Seller Representative and Buyer are unable to agree, the parties shall retain the Accounting Firm to resolve their dispute; provided, that the Accounting Firm utilize the methodologies for determining fair market value as set forth on Section 8.6(f) of the Disclosure Schedules. The determination of the Accounting Firm shall be final and binding on all parties. The cost of the Accounting Firm shall be shared equally by the Sellers, on the one hand, and Buyer, on the other hand. Buyer and the Seller Representative shall make appropriate adjustments to the Total Consideration Allocation Schedule to reflect changes in the Total Consideration. (ii) The parties shall file all Tax Returns (and cause their respective Affiliates and Persons that are treated as owning the equity of any of the Target Companies for income Tax purposes to file all Tax Returns) consistently with the Total Consideration Allocation Schedule (as appropriately adjusted) and shall not take any position during the course of any audit or other legal Proceeding that is inconsistent with such schedules, unless required by a determination of an applicable Governmental Authority that is final.
Sample 1

Related to Total Consideration Allocation

  • Total Consideration The aggregate consideration (the "Consideration") payable by the Surviving Partnership in connection with the merger of the Merged Partnership with and into the Surviving Partnership shall be $9,580,000., subject to adjustments at Closing pursuant to Section 3.9 and costs paid pursuant to Section 3.10(c) and Section 3.11, plus the amount of any tax or other reserves held by the Existing Lender (hereinafter defined).

  • Initial Consideration On the Effective Date, Retrocessionaire shall reimburse Retrocedant for one hundred percent (100%) of any and all unearned premiums paid by Retrocedant under such Inuring Retrocessions net of any applicable unearned ceding commissions paid to Retrocedant thereunder.

  • Contribution Allocation The Advisory Committee will allocate deferral contributions, matching contributions, qualified nonelective contributions and nonelective contributions in accordance with Section 14.06 and the elections under this Adoption Agreement Section 3.04. PART I. [OPTIONS (a) THROUGH (d)].

  • Payment Allocation Subject to applicable law, your payments may be applied to what you owe the Credit Union in any manner the Credit Union chooses. However, in every case, in the event you make a payment in excess of the required minimum periodic payment, the Credit Union will allocate the excess amount first to the balance with the highest annual percentage rate and any remaining portion to the other balances in descending order based on applicable annual percentage rate.

  • Additional Consideration Retrocessionaire agrees to pay under the Inuring Retrocessions all future premiums Retrocedant is obligated to pay pursuant to the terms of the Inuring Retrocessions to the extent that such premiums are allocable to Retrocessionaire in the manner set forth in Exhibit E hereto, and not otherwise paid by Retrocessionaire and to indemnify Retrocedant for all such premiums paid directly by Retrocedant, net of any ceding commissions and similar amounts paid by Third Party Retrocessionaires to Retrocedant.

  • Cash Consideration In case of the issuance or sale of additional Shares for cash, the consideration received by the Company therefor shall be deemed to be the amount of cash received by the Company for such Shares (or, if such Shares are offered by the Company for subscription, the subscription price, or, if such Shares are sold to underwriters or dealers for public offering without a subscription offering, the public offering price), without deducting therefrom any compensation or discount paid or allowed to underwriters or dealers or others performing similar services or for any expenses incurred in connection therewith.

  • Purchase Price; Allocation of Purchase Price (a) The purchase price for the Purchased Assets (the “Purchase Price”) is equal to $675,000,000 in cash. The Purchase Price shall be paid as provided in Section 2.07 and shall be subject to adjustment as provided in Section 2.08. Seller shall be treated as receiving a portion of the Purchase Price as agent for any of its Affiliates actually selling, transferring or conveying the Purchased Assets, consistent with the allocation of the Purchase Price pursuant to the Allocation Statement, and Buyer’s payment of the Purchase Price to Seller shall constitute payment by Buyer to any of Seller’s Affiliates actually selling, transferring or conveying the Purchased Assets hereunder. (b) Within 60 days after the Closing, Buyer shall deliver to Seller a statement (the “Allocation Statement”) allocating the Purchase Price (plus Assumed Liabilities and transaction costs, to the extent properly taken into account under Section 1060 of the Code) among the Purchased Assets in accordance with Section 1060 of the Code. If, within five Business Days after delivery of the Allocation Statement, Seller notifies Buyer in writing that Seller objects to the allocation set forth in the Allocation Statement, Buyer and Seller shall use commercially reasonable efforts to resolve such dispute within 20 days. In the event that Buyer and Seller are unable to resolve such dispute within 20 days, Buyer and Seller shall jointly retain KPMG LLP (the “Accounting Referee”) to resolve the disputed items in the manner described in Section 8.10. (c) Each of Buyer and Seller shall (i) be bound by the Allocation Statement, as may be adjusted in accordance with Section 2.06(e), (ii) act in accordance with, and cause its Affiliates to act in accordance with, the Allocation Statement in the preparation, filing and audit of any Tax Return (including filing IRS Form 8594 with its federal Income Tax Return for the taxable year that includes the Closing) and (iii) take no position, and cause its Affiliates to take no position, inconsistent with the allocation reflected on the Allocation Statement on any Tax Return, in any Contest or otherwise, unless required by a Final Determination. (d) In the event that the allocation reflected on the Allocation Statement is disputed by any Taxing Authority, the party receiving notice of the dispute shall promptly notify the other party hereto, and Buyer and Seller shall use their commercially reasonable efforts to defend such allocation in any Tax audit or similar proceeding. (e) If an adjustment is made with respect to the Purchase Price pursuant to Section 2.08, the Allocation Statement shall be adjusted in accordance with Section 1060 of the Code and as mutually agreed by Buyer and Seller. In the event that an agreement is not reached within 20 days after the determination of the Final Closing Working Capital, any disputed items shall be resolved in the manner described in Section 8.10. Buyer and Seller shall file any additional information return required to be filed pursuant to Section 1060 of the Code and to treat the Allocation Statement as adjusted in the manner described in Section 2.06(c). (f) Not later than 30 days prior to the filing of their respective Forms 8594 relating to this transaction, each party shall deliver to the other party a copy of its Form 8594.

  • Allocation of Consideration (i) Subject to Subsection 2.2(d)(ii), the aggregate consideration payable to the Participating Investors and the selling Key Holder shall be allocated based on the number of shares of Capital Stock sold to the Prospective Transferee by each Participating Investor and the selling Key Holder as provided in Subsection 2.2(b), provided that if a Participating Investor wishes to sell Preferred Stock, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion ratio of the Preferred Stock into Common Stock. (ii) In the event that the Proposed Key Holder Transfer constitutes a Change of Control, the terms of the Purchase and Sale Agreement shall provide that the aggregate consideration from such transfer shall be allocated to the Participating Investors and the selling Key Holder in accordance with Sections 2.1 and 2.2 of Article IV(B) of the Restated Certificate and, if applicable, the next sentence as if (A) such transfer were a Deemed Liquidation Event (as defined in the Restated Certificate), and (B) the Capital Stock sold in accordance with the Purchase and Sale Agreement were the only Capital Stock outstanding. In the event that a portion of the aggregate consideration payable to the Participating Investor(s) and selling Key Holder is placed into escrow and/or is payable only upon satisfaction of contingencies, the Purchase and Sale Agreement shall provide that (x) the portion of such consideration that is not placed in escrow and is not subject to contingencies (the “Initial Consideration”) shall be allocated in accordance with Sections 2.1 and 2.2 of Article IV(B) of the Restated Certificate as if the Initial Consideration were the only consideration payable in connection with such transfer, and (y) any additional consideration which becomes payable to the Participating Investor(s) and selling Key Holder upon release from escrow or satisfaction of such contingencies shall be allocated in accordance with Sections 2.1 and 2.2 of Article IV(B) of the Restated Certificate after taking into account the previous payment of the Initial Consideration as part of the same transfer.

  • Purchase Price Allocation Not more than one hundred eighty (180) days after the Closing Date, Buyer will deliver to the Members a schedule allocating the Base Purchase Price (as adjusted pursuant to Section 2.3.2) as provided in this Section 2.6. As soon as practicable after payment of each of (a) the Final Working Capital Adjustment, (b) the Earnout Amount for the fiscal year ended December 31, 2013, (c) the Earnout Amount for the fiscal year ended December 31, 2014, and (d) the Earnout Amount for the fiscal year ended December 31, 2015, Buyer will deliver to the Members a schedule allocating each such payment in accordance with this Section 2.6. Buyer and the Members agree that the aggregate amount of (a) the Base Purchase Price (as adjusted pursuant to Section 2.3.2), plus (b) the Final Working Capital Adjustment, plus (c) any Earnout Amount received shall be allocated in the following amounts or consistent with the following methodology: (a) first, to the tangible assets of the Company, (b) second, an amount not to exceed Six Hundred Thousand Dollars ($600,000) shall be allocated, solely for Tax purposes, to the non-compete described in Section 6.14, and (c) third, any remaining amount shall be allocated to goodwill and other intangible assets. Except as otherwise required by law or pursuant to a “determination” under Section 1313(a) of the Code, Buyer and the Members agree to act, and will act, and will cause their Affiliates to act, in accordance with such allocations for purposes of all income Taxes, and neither Buyer nor the Members will take any position inconsistent therewith in any Tax Return or similar filings (including IRS Form 8594), any refund claim, any litigation, or otherwise. The Parties acknowledge and agree that the allocation of the Purchase Price as set forth above shall not limit the amount of damages that Buyer may seek for any breach of the covenants contained in Article VI.

  • No Additional Consideration For the avoidance of doubt, the transfer or assumption of any Assets or Liabilities under this Section 2.7 shall be effected without any additional consideration by either party.

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