Deemed Sales Price Allocation definition

Deemed Sales Price Allocation means the allocation of Aggregate Deemed Sales Price among the assets of the Company in accordance with the principles of Treasury Regulation Sections 1.338-6 and 1.338-7.
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Deemed Sales Price Allocation shall have the meaning ascribed to ----------------------------- such term in Section 11.9(c) hereof.
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Deemed Sales Price Allocation means the allocation of the Modified Aggregate Deemed Sales Price among the assets of the Company in accordance with the principles of Treasury Regulation Section 1.338(h)(10)-1(f)(1)(ii).
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Examples of Deemed Sales Price Allocation in a sentence

  • If the Election is made, the Election Tax Cost (as determined hereunder) shall be paid as additional Purchase Price by the Buyer to the Sellers and the Buyer and Sellers shall report, in connection with the determination of Taxes, the transactions contemplated by this Agreement in a manner consistent with the Election, the computation of the Election Tax Cost, the Modified Aggregate Deemed Sales Price (as defined below) and the Deemed Sales Price Allocation (as defined below).

  • After the delivery of such information, if Buyer desires to make the Election, Buyer shall deliver to the Sellers a written notice of its intention to file the Election, together with such documents or forms as are required properly to complete the Election, including Buyer’s calculation of (A) the Aggregate Deemed Sales Price, (B) the Deemed Sales Price Allocation, (C) the Election Price Adjustment Amount.

  • If the Election is made, (i) APPM shall pay to the Shareholders, in the manner provided for below, an amount equal to the Election Price Adjustment Amount (as defined below), and (ii) APPM and the Shareholders shall report, in connection with the determination of income taxes, the transactions contemplated by this Agreement in a manner consistent with the Election, the computation of the Modified Aggregate Deemed Sales Price (as defined below) and the Deemed Sales Price Allocation (as defined below).

  • If the Election is made, (i) Buyer shall pay to the Sellers, in the manner provided for below, an amount equal to the Election Price Adjustment Amount, and (ii) Buyer and Sellers shall report, in connection with the determination of income taxes, the transactions contemplated by this Agreement in a manner consistent with the Election, the computation of the Aggregate Deemed Sales Price and the Deemed Sales Price Allocation.

Related to Deemed Sales Price Allocation

  • Purchase Price Allocation has the meaning set forth in Section 2.6(a).

  • Purchase Price Allocation Schedule has the meaning set forth in Section 5.11(f)(ii).

  • Purchase Price Adjustment Escrow Amount means $500,000.

  • Allocation shall have the meaning set forth in Section 2.7.

  • Closing Sales Price means, for any security as of any date, the last sales price of such security on the principal trading market where such security is listed or traded as reported by Bloomberg Financial Markets (or a comparable reporting service of national reputation selected by the Corporation if Bloomberg Financial Markets is not then reporting closing sales prices of such security) (collectively, “Bloomberg”), or if the foregoing does not apply, the last reported sales price of such security on a national exchange or in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no such price is reported for such security by Bloomberg, the average of the bid prices of all market makers for such security as reported in the “pink sheets” by the National Quotation Bureau, Inc., in each case for such date or, if such date was not a trading day for such security, on the next preceding date that was a trading day. If the Closing Sales Price cannot be calculated for such security on any of the foregoing bases, the Closing Sales Price of such security on such date shall be the fair market value as reasonably determined by an investment banking firm selected by the Corporation, with the costs of such appraisal to be borne by the Corporation.

  • Adjustment Escrow Amount means $1,000,000.

  • Purchase Price Adjustment shall have the meaning specified in Section 3.02.

  • Gross Sales Price with respect to each sale of Shares sold pursuant to this Agreement shall be the gross sales price per share of such Shares.

  • Sales Price means the actual sale execution price of each Share placed by the Agent pursuant to this Agreement.

  • Net Sales Price means the gross billing price of any PRODUCT received by Licensee or its SUBLICENSEE for the sale or distribution of any PRODUCT, less the following amounts actually paid by Licensee or SUBLICENSEE:

  • Post-Closing Adjustment Amount has the meaning set forth in Section 2.04(c).

  • Earn-Out Amount has the meaning set forth in Section 2.07(a).

  • Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).

  • Contract Sales Price means the total consideration received by the Company for the sale of an Investment.

  • Contract Adjustment Payments means amounts payable by the Company on each Contract Adjustment Payment Date in respect of each Purchase Contract, at a rate per year of 2.725% on the Stated Amount per Purchase Contract.

  • Tax Allocations means the allocations set forth in paragraph 4 of Exhibit B.

  • Allocation Schedule has the meaning set forth in Section 2.07.

  • Final Adjustment Amount shall have the meaning set forth in Section 2.5(e).

  • Earn-Out Consideration is defined in Section 2.5(c).

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Cash Amount means an amount of cash per Partnership Unit equal to the value of one share of Common Stock as determined under the applicable Exchange Rights Agreement on the Valuation Date of the Common Stock Amount.

  • Estimated Adjustment Amount has the meaning set forth in Section 2.8(a).

  • Taxable Allocation means, with respect to any Series, the allocation of any net capital gains or other income taxable for federal income tax purposes to a dividend paid in respect of such Series.

  • Adjustment Payment shall have the meaning specified in Section 3.09(a).

  • Gross Settlement Amount means $633,000.00 which is the total amount Defendant agrees to pay under the Settlement except as provided in Paragraph 9 below. The Gross Settlement Amount will be used to pay Individual Class Payments, Individual PAGA Payments, the LWDA PAGA Payment, Class Counsel Fees, Class Counsel Expenses, Class Representative Service Payment and the Administrator’s Expenses.