Asset Consideration definition

Asset Consideration has the meaning given to such term in Section 2.07(a)(ii).

Asset Consideration means the portion of the Aggregate Cash Consideration allocated to the Purchased Assets.

Asset Consideration has the meaning given in section 4.2(1)(e);

Examples of Asset Consideration in a sentence

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• Subject to the working capital adjustments in Sections 1.6(c), 1.7(d) and 1.7(j), each Seller shall be entitled to receive (i) his or her respective Share Percentage of that portion of the Final Base Purchase Price allocated to the Share Consideration and (ii) his or her Asset Percentage of that portion of the Final Base Purchase allocated to the Asset Consideration.

• The Sellers’ Representative shall deliver a statement setting forth each Seller’s respective percentage of the aggregate Share Consideration and Asset Consideration (the “Blended Percentage”), calculated in the manner set forth in Schedule 1.3(c) no later than five (5) Business Days prior to the Closing Date.

• Promptly (but in any event within one Business Day) following Sellers’ receipt of the Deferred Asset Consideration by wire-transfer of readily-available funds, Seller shall provide to Buyer and the issuing bank all documents and instruments reasonably required to terminate and cancel the Letter of Credit.

• The Parties agree that the Asset Consideration shall be allocated in accordance with Section 1060 of the Code and the Treasury Regulations thereunder.

More Definitions of Asset Consideration

Asset Consideration means the lower of:

Asset Consideration has the meaning ascribed to it in Section 1.1(hhh) (a);

Asset Consideration shall have the meaning set forth in Section 1.3(a).

Asset Consideration means the consideration payable by the SPV to the Society for the transfer of Assets to the SPV, to the extent and in the manner provided in Article 6 herein and more specifically provided in the Asset Transfer Agreement.

Asset Consideration has the meaning given to such term in Section 2.07(a)(ii). “Assigned Contracts” means: (i) those contracts and other agreements to which Seller or an Affiliate of Seller is a party and which are listed on Schedule I; (ii) any renewals or replacement of those contracts and other agreements to which Seller or an Affiliate of Seller is a party that are listed on Schedule I, to the extent such agreements or divisible sub-agreements thereof are entered into prior to the Closing in the ordinary course of business and in accordance with this Agreement; (iii) any vendor contracts and other vendor agreements to which Seller or an Affiliate of Seller is a party, to the extent such agreements or divisible sub-agreements thereof relate primarily or exclusively to the Business and are entered into between the date hereof and the Closing, in the ordinary course of business and in accordance with this Agreement; and (iv) each Business Employee Benefit Plan. “Assigned Lease” has the meaning given to such term in Section 2.01. “Assumed Liabilities” has the meaning given to such term in Section 2.04. “Xxxx of Sale and Assumption and Assignment Agreement” means a xxxx of sale and assumption and assignment agreement, substantially in the form attached hereto as Exhibit H, to be entered into by Seller and its applicable Affiliates, on the one hand, and Purchaser, on the other hand, at the Closing. “Board Materials” has the meaning given to such term in the definition of “Books and Records.”

Asset Consideration means the purchase price for the Assets and the Business determined pursuant to clause 6.9(a);

Asset Consideration has the meaning set forth in Section 5.14(h).