Allocation of Acquisition Price Sample Clauses

Allocation of Acquisition Price. For federal income tax purposes, Cornell, the Selling Cornell Affiliates and MCF agree to allocate the Total Acquisition Price among the Premises (and then among the assets acquired with respect to the portion of the total Acquisition Price allocated to each of the Premises) on EXHIBIT B attached hereto and incorporated herein for all purposes. Cornell, the Selling Cornell Affiliates and MCF agree that this allocation shall be used by them in reporting the sale by Cornell and the Selling Cornell Affiliates to MCF on all their respective tax returns, and if applicable, Cornell, the Selling Cornell Affiliates and MCF shall timely file IRS Form 8594 with respect to such allocation, and neither Cornell, the Selling Cornell Affiliates nor MCF shall take a tax return position inconsistent with such allocation unless such inconsistent position shall arise out of or through an audit, administrative or adjudicatory proceeding by or with the IRS or other taxing authority. [SIGNATURE PAGES FOLLOW]
Sample 1
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Allocation of Acquisition Price. On the Closing Date, Buyer and Seller shall mutually agree in writing upon the allocation of the purchase price among the Assets, provided however, that the parties agree that Three Million Two Hundred Thousand Dollars ($3,200,000) shall be allocated to the tangible assets purchased hereunder. Such allocation, except the tangible assets, shall be adjusted as necessary in connection with the final determination of the Final Purchase Price. The parties agree that such allocation shall be made based upon the relative fair market values of the Assets as of the Closing Date conforming with the requirements of Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code"). If the parties are unable to reach agreement on such allocations, they shall participate in good faith negotiations in an attempt to resolve the dispute. If the parties fail to resolve the dispute within fifteen (15) business days after the Closing Date, the parties shall engage the accounting firm of Deloitte & Touche LLP in Washington, D.C., whose determination in allocation of the purchase price among the Assets shall be final and binding on the parties. The parties shall share equally in the expense of the appraisal firm. The parties agree to file with their respective federal income tax returns for the tax year in which the Closing occurs IRS Form 8594 containing the information agreed upon by the parties pursuant to this Section 16. Seller and Buyer agree not to assert for income tax purposes (including in connection with any tax return, tax audit or similar proceeding) any allocation of the purchase price that differs from that determined pursuant to this section and contained in IRS Form 8594.
Sample 1
Allocation of Acquisition Price. AirTran shall, within 120 days after the Closing Date, prepare and deliver to Sellers for their consent (which consent shall not be unreasonably withheld, conditioned or delayed) a schedule allocating the Acquisition Price among the Transferred Assets in accordance with Treasury Regulation 1.1060-1T (or any comparable provisions of state or local tax law) or any successor provision. Sellers shall be entitled to object to any allocation that causes the amount of Taxes to be paid by Sellers pursuant to Section 4.5 to exceed the Sales or use Tax, if any, which would be payable on the sale of the Owned Ground Equipment for the Appraised Liquidation Value thereof, unless AirTran shall pay to Sellers at Closing the amount of such additional Taxes which are required to be paid by Sellers. If Sellers raise objections, AirTran and Sellers will negotiate in good faith to resolve such objections. AirTran and Sellers shall report and file all Tax Returns (including amended Tax Returns and claims for refund) consistent with the allocation, if any, consented to, or required to be consented to, by Sellers, and shall take no position contrary thereto or inconsistent therewith (including, without limitation, in any audits or examinations by any taxing authority or any other proceedings). AirTran and Sellers and each Affiliate of Sellers shall cooperate in the filing of any forms (including Form 8594) with respect to such allocation, including any amendments to such forms required with respect to any adjustment to the Acquisition Price, pursuant to this Agreement. If and to the extent the parties are unable to agree on such allocation, each shall be free to make its own allocation for tax purposes. Notwithstanding any other provisions of this Agreement, the foregoing agreement shall survive the Closing Date without limitation.
Sample 1
Allocation of Acquisition Price. The Acquisition Price (as grossed up by the liabilities of SP Rochester in the case of the Section 338(h)(10) Election, and as adjusted pursuant to Section 2.2) shall be allocated in accordance with Exhibit I. After the Closing, the parties shall make consistent use of the allocation, fair market value and useful lives specified in Exhibit I for all Tax purposes and in any and all filings, declarations and reports with the IRS in respect thereof. In any Proceeding related to the determination of any Tax, neither Parent nor Newport nor Buyer shall contend or represent that such allocation is not a correct allocation.
Sample 1
Allocation of Acquisition Price. The Buyer and the Seller shall allocate the Purchase Price and other relevant items among the Acquired Assets and the Covenant Not to Compete for all purposes, including Tax and financial accounting, as shown on Schedule 6(e) attached hereto. The Buyer and the Seller shall file all Tax Returns, including amended returns and claims for refund, and information reports in a manner consistent with such allocation.
Sample 1
Allocation of Acquisition Price. 11 2.6 The Closing......................................................12 2.7 Rescission.......................................................12 2.8 Closing Costs; Transfer Taxes and Fees...........................12 3.
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Allocation of Acquisition Price. On the Closing Date, Purchaser and Seller shall mutually agree in writing upon the allocation of the Acquisition Price among the Purchased Assets. Such allocation shall be adjusted as necessary in connection with the final determination of the Acquisition Price Adjustment. The parties agree that such allocation shall be made based upon the relative fair market values of the Purchased Assets as of the Closing Date conforming with the requirements of Section 1060 of the Internal Revenue Code of 1986, as amended. The parties will agree as to the fair market value of the tangible personal property of Seller to be transferred to Purchaser on the Closing Date. The parties agree to file with their respective federal income tax returns for the tax year in which the Closing occurs IRS Form 8594 containing the information agreed upon by the parties pursuant to this Section 2.5. Seller and Purchaser agree not to assert for income tax purposes (including in connection with any tax return, tax audit or similar proceeding) any allocation of the Acquisition Price that differs from that determined pursuant to this section and contained in IRS Form 8594.
Sample 1
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Related to Allocation of Acquisition Price

  • Acquisition Price The aggregate acquisition price for the JET Shares shall be one share of Common Stock $.001 par value per share, of Buyer, issued by the Buyer, for every one JET Shares transferred hereunder (the "EYEQ Shares"). The acquisition price will be equitably adjusted for any stock splits, reverse stock splits, stock combinations or recapitalizations of Buyer which occur after August 7, 1998 and prior to closing as set forth in Section 3 hereof.

  • Liquidation and Acquisition Expenses 1. The Actual Unpaid Principal Balance of the Mortgage Loan. For documentation, an Amortization Schedule from date of default through liquidation breaking out the net interest and servicing fees advanced is required.

  • Acquisition Consideration (a) The consideration (the "ACQUISITION CONSIDERATION") to be received by each Grantor in respect of the contribution of the Grantor's Interests to the Operating Partnership shall be an amount equal to $100.00 (one hundred dollars). The Acquisition Consideration shall be paid in the form of a combination of (i) cash and/or (ii) units of limited partnership interest in the Operating Partnership ("OP UNITS"), in the percentages and allocations set forth on Schedule B attached hereto. To the extent a percentage of the Acquisition Consideration includes one or more OP Units, as set forth on Schedule B, the number of OP Units the Grantor shall be entitled to receive upon the exercise of the Option with respect to such percentage shall equal the quotient of

  • Fundamental Changes; Disposition of Assets; Acquisitions No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease or sub-lease (as lessor or sublessor), exchange, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and Capital Expenditures in the ordinary course of business) the business, property or fixed assets of, or stock or other evidence of beneficial ownership of, any Person or any division or line of business or other business unit of any Person, except:

  • Determination of Net Asset Value, Net Income and Distributions Subject to applicable federal law including the 1940 Act and Section 3.6 hereof, the Trustees, in their sole discretion, may prescribe (and delegate to any officer of the Trust or any other Person or Persons the right and obligation to prescribe) such bases and time (including any methodology or plan) for determining the per Share or net asset value of the Shares of the Trust or any Series or Class or net income attributable to the Shares of the Trust or any Series or Class, or the declaration and payment of dividends and distributions on the Shares of the Trust or any Series or Class and the method of determining the Shareholders to whom dividends and distributions are payable, as they may deem necessary or desirable. Without limiting the generality of the foregoing, but subject to applicable federal law including the 1940 Act, any dividend or distribution may be paid in cash and/or securities or other property, and the composition of any such distribution shall be determined by the Trustees (or by any officer of the Trust or any other Person or Persons to whom such authority has been delegated by the Trustees) and may be different among Shareholders including differences among Shareholders of the same Series or Class.

  • Net Asset Value Distributions Redemptions Transfers Section 1. DETERMINATION OF NET ASSET VALUE, NET INCOME AND DISTRIBUTIONS.

  • Net Asset Value, Distributions, and Redemptions Section 1. Determination of Net Asset Value, Net Income, and Distributions. Subject to Article III, Section 6 hereof, the Trustees, in their absolute discretion, may prescribe and shall set forth in the By-laws or in a duly adopted resolution of the Trustees such bases and time for determining the per Share net asset value of the Shares of any Series and the declaration and payment of dividends and distributions on the Shares of any Series, as they may deem necessary or desirable.

  • Permitted Acquisition Prior to consummation of a Permitted Acquisition, the Borrower shall have delivered to Lender complete and correct copies of each document and agreement executed in connection therewith (collectively, the “Permitted Acquisition Documents”), including all schedules and exhibits thereto. The Permitted Acquisition Documents shall set forth the entire agreement and understanding of the Borrower and the parties thereto relating to the subject matter thereof, and there will be no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby. Borrower shall have the power, and shall have taken all necessary action (including, any necessary member or comparable owner action) to authorize it, to execute, deliver and perform in accordance with their respective terms the Permitted Acquisition Documents to which it is a party. Each of the Permitted Acquisition Documents will have been duly executed and delivered by Borrower and, to Borrower’s knowledge, each of the other parties thereto and will be the legal, valid and binding obligation of Borrower and to Borrower’s knowledge, such other parties, enforceable against Borrower and to Borrower’s knowledge, such other parties in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of the Permitted Acquisition Documents in accordance with their respective terms will not require any governmental approval or any other consent or approval, other than governmental approvals and other consents and approvals that have been obtained. All conditions precedent to the Permitted Acquisition pursuant to the Permitted Acquisition Documents shall have been fulfilled in all material respects and, as of the date of the consummation of the Permitted Acquisition, the Permitted Acquisition Documents shall not have been amended or otherwise modified and there shall not be any breach by the Borrower or, to Borrower’s knowledge, any other party thereto, of any term or condition of the Permitted Acquisition Documents. Upon consummation of the transactions contemplated by the Permitted Acquisition Documents to be consummated at the closing thereunder, the Borrower shall acquire good and legal title to the stock or assets and other property being transferred pursuant to the Permitted Acquisition Documents. None of the foregoing shall in any manner obligate the Borrower or any Subsidiary to consummate any Permitted Acquisition and the foregoing representation shall only apply if, when and to the extent that a Permitted Acquisition is consummated and the Permitted Acquisition Documents are executed and delivered.”

  • Adjustment for Capital Reorganization, Merger or Consolidation In case of any capital reorganization of the capital stock of the Company (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), or any merger or consolidation of the Company with or into another corporation, or the sale of all or substantially all the assets of the Company then, and in each such case, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that the Holder of this Warrant shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified herein and upon payment of the Purchase Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon exercise of this Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Warrant had been exercised immediately before such reorganization, merger, consolidation, sale or transfer, all subject to further adjustment as provided in this Section 4. The foregoing provisions of this Section 4.4 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporation that are at the time receivable upon the exercise of this Warrant. If the per-share consideration payable to the Holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company’s Board of Directors. In all events, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of this Warrant.

  • Actions Pending Acquisition IV.01Forbearances of the Company. From the date hereof until the Effective Time, except as expressly contemplated or permitted by this Agreement, as required by applicable Law, or with the prior written consent of First Foundation, which shall not be unreasonably withheld or delayed, the Company will not, and will cause each of its Subsidiaries not to:

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