Goodwill Amount definition
Examples of Goodwill Amount in a sentence
The Purchase Price, less the Personal Goodwill Amount allocated to Member as set forth above, shall be allocated between and among the Seller entities based upon the Book Equity of each Seller entity.
In exchange for the Assets, Purchasers shall pay aggregate consideration (the “Purchase Price”) consisting of: (a) an amount in lawful U.S. currency to be paid to Seller by wire transfer at the Closing equal to Book Equity (as defined below) of Seller PLUS the Goodwill Amount and (b) the assumption of the Assumed Liabilities (as defined above).
More particularly, each Seller entity shall be allocated a portion of the Purchase Price by multiplying (a) the balance of the Purchase Price, after deducting the Personal Goodwill Amount, times (b) a fraction, (i) the numerator of which is the Book Equity of the Seller entity and (ii) the denominator of which is the combined Book Equity of all of the Seller entities (as determined using the same methodology as set forth herein).
The "Closing Date Goodwill Amount" shall mean the amount (if positive) equal to (i) the Net Worth as reflected on the Closing Date Balance Sheet, plus (ii) the Net Deferred Tax Liability as reflected on the Closing Date Balance Sheet, minus (iii) the Final Cash Consideration, minus (iv) $21,910,000.
At Closing, the Personal Goodwill Amount shall be allocated to Member and the remainder of the Purchase Price (including the Company Goodwill Amount) shall be allocated among the Assets and among Seller and Purchasers, to the extent relevant for income tax purposes in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended, and as otherwise required to complete IRS Form 8594 “Asset Acquisition Statement,” which allocations shall be agreed in writing on or before the Closing.