AGUB definition

AGUB has the meaning set forth in Section 5.4(i)(ii).

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AGUB shall be as defined in Section 6.12(h).

AGUB is defined in Section 8.6.

Examples of AGUB in a sentence

Notwithstanding the foregoing, the calculations of the AGUB and the Allocations which the parties shall agree upon pursuant to this Section shall not include the respective investment banking, legal, accounting and other fees or costs incurred by each of Buyer and Sellers as a result of the transactions contemplated by this Agreement ("Transaction Costs").
In the case of any adjustment to the AGUB or the Purchase Price requiring an amendment to either or both of the Allocations, Buyer shall prepare such amendment and such amended Allocations shall, subject to the review and dispute resolution provisions of this Section 8.7(g)(iii), become the Allocations.
To the extent permitted under applicable law, any payments made pursuant to Section 2 or the proviso to Section 9 shall be treated for all Tax purposes as adjustments to the ADSP and AGUB and allocated to the relevant Primerica Subsidiary.
In the event of any adjustment to the AGUB requiring an amendment to the Section 336(e) Allocation, Purchaser shall prepare and deliver such amendment to Seller and such amended Section 336(e) Allocation shall, subject to the review and dispute resolution provisions of this Section 8.10(c), become the Section 336(e) Allocation.
Seller shall determine the ADSP and AGUB and deliver to Purchaser such calculation and an allocation of the ADSP and AGUB among the assets of OneBeacon Insurance within ninety (90) days after the parties have determined a final Purchase Price Allocation Schedule (the “338 Allocation Schedule”).

More Definitions of AGUB

AGUB as defined in Section 3.3.2.

AGUB shall be determined and allocated among the assets of KOIN in accordance with the applicable Treasury Regulations under Section 338 for all purposes. The Stock Purchase Price attributed to KOIN in Section 2.7(a) shall be allocated among the assets of KOIN for all purposes (including Tax and financial accounting purposes) on the basis of a customary appraisal report prepared by an independent appraisal firm which shall be selected and whose report shall be approved by the Purchaser, or as agreed by the parties. The Purchaser shall pay all fees, costs and expenses of the appraisal firm. The appraisal report and allocation will be consistent with Section 338 of the Internal Revenue Code. The Purchaser and Lee ▇▇▇ll (i) execute and file all Tax Returns and prepare all financial statements, returns and other instruments in a manner consistent with the allocation determined pursuant to this Section 2.3(d), (ii) not take any position before any Governmental Authority or in any judicial proceeding that is inconsistent with such allocation, and (iii) cooperate with each other in a timely filing, consistent with such allocation, of Form 8023 with the IRS.

AGUB has the meaning set forth in Section 9.5(c)(iii). ----

AGUB has the meaning given to it in Section 6.14(a).

AGUB is defined in Section 9.5.

AGUB shall have the meaning set forth in Section 9.9(c) hereof.

AGUB has the meaning set forth in Section 5.2(e). (g) “Allocation Schedule Dispute” has the meaning set forth in Section 5.2(e)(iii). (h) “Allocation Schedule Objection” has the meaning set forth in Section 5.2(e)(iii).