Allocable Consideration definition

Allocable Consideration has the meaning set forth in Section 1.13.
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Allocable Consideration has the meaning set forth in Section 2.3.
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Allocable Consideration has the meaning set forth in Section 2.6 “Allocation Schedule” has the meaning set forth in Section 2.6.
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Examples of Allocable Consideration in a sentence

  • Purchaser will, no later than ninety (90) days following the Closing Date, prepare and deliver to Sellers a schedule setting forth the allocation of the Allocable Consideration in accordance with the preceding sentence (the “Allocation Schedule”).

  • The Agent shall hold such portion of the Aggregate Consideration that would have been allocable to the Dissenting Shareholders if such shareholders had not dissented as provided above (“Dissenter’s Allocable Consideration”) until such time as the final, unappealable amount of payment is determined for the Dissenting Shareholder’s shares under the Corporation Code, at which time Agent shall distribute such Dissenter’s Allocable Consideration in accordance with the Corporation Code.

  • As soon as practicable after the Final Cash Payment has been finally determined pursuant to Section 1.8, Seller shall prepare and deliver to Buyer an allocation of the Allocable Consideration (as calculated based on the Final Cash Payment) among the Allocation Assets (the “Final Purchase Price Allocation”).

  • On or prior to the Closing Date, GGP, GGP Partnership, JP and PDC LP shall reach agreement as to the manner in which the consideration to be paid pursuant to this Agreement, together with any assumed liabilities (the "Allocable Consideration"), shall be allocated among the assets of JP and, to the extent applicable, the JP Subsidiaries.

  • Administrative Agent will promptly notify Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Adjusted Daily Simple SOFR.

  • For purposes of this paragraph, "major repairs or replacement of the HVAC system" shall mean expenditures for major repairs to or replacement of compressors or exchangers.

  • At the Closing, Seller shall provide to Buyer an allocation of the Allocable Consideration (as estimated by Seller) among the Allocation Assets (such allocation, the “Preliminary Purchase Price Allocation”).

  • Within ninety (90) days following the determination of the Post-Closing Adjustment, Buyer shall deliver to Sellers a draft allocation schedule of the Allocable Consideration among the assets of the Company (the “Allocation Schedule”), which shall be prepared in accordance with the Allocation Schedule Methodology.

  • Within ninety (90) days after the Closing Working Capital has been determined in accordance with Section 2.3(c) or (d), Purchaser shall deliver to SCT a schedule containing a preliminary allocation (the "Preliminary Allocation Schedule") of the consideration paid for the Shares and the Purchased Assets, together with the Assumed Liabilities (the "Allocable Consideration").

  • The parties shall treat the Merger for all income tax purposes as a taxable purchase of assets by GGP Partnership in exchange for the Allocable Consideration and a liquidating distribution of the Merger Consideration by JP to the JP shareholders within the meaning of Section 562(b)(1) of the Code including, without limitation, filing JP final Tax returns consistent with such treatment, and no party shall take any position inconsistent with such treatment.


More Definitions of Allocable Consideration

Allocable Consideration is defined in Section 2.5(b).
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Allocable Consideration is defined in Section 1.5(a).
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Allocable Consideration has the meaning set forth in Section 9.03(h).
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Allocable Consideration has the meaning set forth in Section 6.12(b).
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Allocable Consideration shall have the meaning set forth in Section 3.5.
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Allocable Consideration has the meaning set forth in Section 10.01(i).
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Related to Allocable Consideration

  • Sale Consideration means the value of the H-1 Bid and accepted and approved by BSNL for the Said Land Parcel in its Acceptance Letter.

  • Base Consideration has the meaning set forth in Section 1.2.

  • Aggregate Consideration has the meaning set forth in Section 11.6(C).

  • Final Consideration means the entire consideration proposed by a Successful Bidder(s) in the course of the E-Auction, and required to be paid by the Successful Bidder(s) on Consideration Payment Date to acquire the Corporate Debtor as a whole on a going concern.

  • Total Consideration means the total amount (but without duplication) of (a) cash paid in connection with any Acquisition, plus (b) Indebtedness for borrowed money payable to the seller in connection with such Acquisition, plus (c) the fair market value of any equity securities, including any warrants or options therefor, delivered to the seller in connection with any Acquisition, plus (d) the amount of Indebtedness assumed in connection with any Acquisition.

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.

  • Initial Consideration has meaning ascribed by Clause 4.1;

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

  • Additional Consideration has the meaning set forth in Section 3.2.

  • Allocable Costs means costs allocable to a particular cost objective if the goods or services involved are chargeable or assignable to such cost objective in accordance with relative benefits received or other equitable relationship. Costs allocable to a specific Program may not be shifted to other Programs in order to meet deficiencies caused by overruns or other fund considerations, to avoid restrictions imposed by law or by the terms of this Agreement, or for other reasons of convenience.

  • Allocable Share means Allocable Share as that term is defined in the Master Settlement Agreement.

  • Designated Noncash Consideration means the Fair Market Value of noncash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Disposition that is so designated as Designated Noncash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation.

  • Net Consideration Per Share means the amount equal to the total amount of consideration, if any, received by the Company for the issuance of such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities, plus the minimum amount of consideration, if any, payable to the Company upon exercise or conversion thereof, divided by the aggregate number of shares of Common Stock that would be issued if all such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities were exercised, exchanged or converted.

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Earnout Consideration has the meaning specified in Section 2.05(a).

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

  • Minimum Consideration means the $.01 par value per share or such larger amount determined pursuant to resolution of the Board to be capital within the meaning of Section 154 of the Delaware General Corporation Law.

  • Transaction Consideration has the meaning set forth in Section 11.7 hereof.

  • Purchase Consideration means the aggregate net cash proceeds received by the Company or Specialty Foods Corporation ("SFC") (after deducting all fees and expenses incurred by the Company, SFC and/or their respective affiliates in connection with the Sale). By way of example, if the Purchase Consideration equaled $100,000,000, your Sale Bonus would be $100,000.00. The Sale Bonus shall be paid to you within three (3) months of the completion of the Sale.

  • Designated Non-Cash Consideration means the fair market value of non-cash consideration received by the Company or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, executed by the principal financial officer of the Company, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

  • Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).

  • Allocable Amount has the meaning specified in Section 10.21(d).

  • Share Consideration has the meaning given to it in Section 2.2;

  • Allocable Portion for purposes of this Plan, means (1) if there is one Distributor, all Earned Distribution and Earned Servicing Fees; or (2) if there are two or more Distributors, the portion of the Earned Distribution Fee and Earned Servicing Fee allocated to a Distributor in accordance with any allocation procedures to which each Distributor shall agree and which accurately allocates the Earned Distribution and Earned Servicing Fees among all Distributors in proportion to the outstanding New Class X Shares attributable to their respective efforts.

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).