Transaction Consideration Allocation Sample Clauses

Transaction Consideration Allocation. The portion of the Transaction Consideration attributable to the Purchaser’s acquisition of the Purchased Interests (and other relevant items that are treated for Tax purposes as part of the consideration paid for such units, including any Liabilities) shall be allocated in accordance with Section 1060 of the Code and the Treasury Regulations thereunder and in a manner consistent with the methodology set forth on Schedule 2.4. Within ninety (90) calendar days after the Closing Date or as soon as reasonably practicable thereafter, Purchaser shall prepare and deliver to the Sellers a proposed allocation of such portion of the Transaction Consideration (and other relevant items) for Tax purposes (the “Proposed Allocation”). The Sellers shall, within thirty (30) calendar days following receipt of the Proposed Allocation, provide Purchaser with written notice stating in reasonable detail any objection to the Proposed Allocation and proposing an alternative allocation for Tax purposes. Purchaser and the Sellers shall cooperate in good faith to resolve any disputed items relating to the Proposed Allocation. If Purchaser and the Sellers are unable to resolve any such disputes on or prior to the fifteenth (15th) calendar day after the Sellers timely deliver written notice of an objection to the Proposed Allocation to Purchaser (together with a proposed alternative allocation), then Purchaser and the Sellers shall retain the Accounting Firm to, acting as an expert and not as an arbitrator, resolve the remaining disputed items as soon as practicable and in any event within thirty (30) calendar days of such retention. The Accounting Firm shall deliver to Purchaser and the Sellers a written determination (such determination to include a worksheet setting forth all material calculations used in arriving at such determination and to be based solely on the information provided to the Accounting Firm by Purchaser and the Sellers) of the disputed items in the Proposed Allocation. All decisions of the Accounting Firm shall be final and nonappealable absent fraud or manifest error, and the Proposed Allocation shall be revised if and to the extent necessary to reflect the determination of the Accounting Firm (such allocation, as finally determined, the “Final Allocation”). The fees and expenses of the Accounting Firm shall be allocated between the Sellers and Purchaser in the same proportion that the aggregate amount of the disputed items submitted to the Accounting Firm that ...
Sample 1
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Transaction Consideration Allocation. The Transaction Consideration shall be allocated in accordance with Section 1060 of the Code and the Treasury regulations thereunder. Seller shall provide the Buyer with a proposed allocation of the Transaction Consideration within sixty (60) days after the Closing Date. Buyer shall review and approve the allocation, which approval shall not be unreasonably withheld (the allocation agreed on by the parties pursuant to this Section, the “Transaction Consideration Allocation Agreement”). Buyer and Seller shall use commercially reasonable efforts to resolve any disagreement and if no resolution is achieved within two (2) months, Seller and Buyer shall mutually select an independent, nationally recognized accounting firm, whose determination of the issue for which there is disagreement shall be final and binding on Seller and Buyer, as if agreed by the parties hereto. The cost of any such firm shall be borne equally by Seller and Buyer. For all Tax purposes, Buyer and Seller agree to (i) file all Tax returns, Tax statements, Tax reports and Tax forms in a manner that is consistent with the Transaction Consideration Allocation Agreement and (ii) not take a position inconsistent therewith in any refund claim, litigation or otherwise, unless required pursuant to a determination (as defined in Section 1313(a) of the Code or any similar state or local tax provision) or by any Governmental Authority. Buyer and Seller shall each prepare their own IRS Forms 8594 (and any corresponding or similar forms or reports required under state or other applicable Tax laws) in accordance with applicable Tax laws, and each shall execute and deliver to each other such statements and forms related thereto as are reasonably requested by the other party.
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Transaction Consideration Allocation. (a) NanoString and Veracyte agree to allocate and, as applicable, to cause their relevant affiliates to allocate, the Transaction Consideration and any other items that are treated as additional consideration for Tax purposes among the Purchased Assets in accordance with the methodology presented in Exhibit D attached hereto (the “Allocation Methodology”).
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Transaction Consideration Allocation. (a) The aggregate purchase price (the “Transaction Consideration”) for the Purchased Stock and cancellation of the Company Options and the Warrant shall be an amount equal to (x) $11,000,000 (the “Base Purchase Price”), plus or minus, as the case may be, (y) an adjustment amount as determined in accordance with Section 2.6, (the amounts set forth in (x) and (y) together are the “Closing Consideration”) plus (z) the Earnout Payment, if any.
Sample 1
Transaction Consideration Allocation. (a) The Buyer and the Sellers shall endeavor to agree in accordance with Section 8.2(b) on an allocation of the total consideration (as determined for federal income tax purposes) for the Sold Interests among the assets of the Companies (the “Allocation”) for purposes of Subchapter K and Section 1060 of the Code. If the parties agree to the Allocation, then, except as may be required by a “determination” (within the meaning of Section 1313(a) of the Code or any similar state or local tax provision), neither the Buyer nor the Sellers (nor any of their respective affiliates) shall file any Tax Return or take a position with a Taxing Authority that is inconsistent with the Allocation, including any amendments thereto.
Sample 1
Transaction Consideration Allocation. The Transaction Consideration and the Assumed Liabilities shall be allocated among the Purchased Assets in accordance with an allocation proposed by Buyer and reasonably acceptable to Sellers, which shall be prepared in accordance with Section 1060 of the Code and delivered by Sellers to Buyer within sixty (60) calendar days after the Transaction Consideration has been determined. Sellers (and their Affiliates) will file Internal Revenue Service Form 8594 and all other Tax returns, consistently with the allocation of the Transaction Consideration and the Assumed Liabilities to the Purchased Assets as provided in accordance with this paragraph as necessary for Sellers or their Affiliates’ tax filings. Each party agrees promptly to provide the other with any additional information and reasonable assistance required to complete Form 8594 or as may be required under applicable law to report such allocation
Sample 1

Related to Transaction Consideration Allocation

  • Transaction Consideration The Transaction Consideration;

  • Acquisition Consideration (a) The consideration (the "ACQUISITION CONSIDERATION") to be received by each Grantor in respect of the contribution of the Grantor's Interests to the Operating Partnership shall be an amount equal to $100.00 (one hundred dollars). The Acquisition Consideration shall be paid in the form of a combination of (i) cash and/or (ii) units of limited partnership interest in the Operating Partnership ("OP UNITS"), in the percentages and allocations set forth on Schedule B attached hereto. To the extent a percentage of the Acquisition Consideration includes one or more OP Units, as set forth on Schedule B, the number of OP Units the Grantor shall be entitled to receive upon the exercise of the Option with respect to such percentage shall equal the quotient of

  • Earn-Out Consideration (a) If the earnings before taxes (the "EBT") of the Company for the twelve months ending December 31, 1998, increased by amounts in respect of those items set forth on Schedule 2.5 that affected net income during the period from January 1, 1998 through the Closing Date and decreased by the amount of UniCapital corporate overhead allocated to the Company for the period from the Closing Date through December 31, 1998 (the "Adjusted 1998 EBT"), exceeds the EBT of the Company for the twelve months ending December 31, 1997, inclusive of the add-backs set forth on Schedule 2.5 (the "Adjusted 1997 EBT"), then the Stockholders shall be entitled to receive one-half of the difference between the Adjusted 1998 EBT and the Adjusted 1997 EBT.

  • Closing Consideration The closing consideration shall be delivered at the Closing as follows:

  • 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 $8,275,000, 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).

  • Adjustments to Merger Consideration The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization or other like change with respect to Company Common Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective Time.

  • 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.

  • 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.

  • Adjustment to Merger Consideration The Merger Consideration shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Common Stock), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Common Stock occurring on or after the date hereof and prior to the Effective Time.

  • Merger Consideration Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of any Person:

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