Allocation of Consideration Sample Clauses

Allocation of Consideration. (i) Subject to Subsection 2.2(d)(ii), the aggregate consideration payable to the Participating Investors and the selling Key Holder shall be allocated based on the number of shares of Capital Stock sold to the Prospective Transferee by each Participating Investor and the selling Key Holder as provided in Subsection 2.2(b), provided that if a Participating Investor wishes to sell Preferred Stock, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion ratio of the Preferred Stock into Common Stock. (ii) In the event that the Proposed Key Holder Transfer constitutes a Change of Control, the terms of the Purchase and Sale Agreement shall provide that the aggregate consideration from such transfer shall be allocated to the Participating Investors and the selling Key Holder in accordance with Sections 2.1 and 2.2 of Article IV(B) of the Restated Certificate and, if applicable, the next sentence as if (A) such transfer were a Deemed Liquidation Event (as defined in the Restated Certificate), and (B) the Capital Stock sold in accordance with the Purchase and Sale Agreement were the only Capital Stock outstanding. In the event that a portion of the aggregate consideration payable to the Participating Investor(s) and selling Key Holder is placed into escrow and/or is payable only upon satisfaction of contingencies, the Purchase and Sale Agreement shall provide that (x) the portion of such consideration that is not placed in escrow and is not subject to contingencies (the “Initial Consideration”) shall be allocated in accordance with Sections 2.1 and 2.2 of Article IV(B) of the Restated Certificate as if the Initial Consideration were the only consideration payable in connection with such transfer, and (y) any additional consideration which becomes payable to the Participating Investor(s) and selling Key Holder upon release from escrow or satisfaction of such contingencies shall be allocated in accordance with Sections 2.1 and 2.2 of Article IV(B) of the Restated Certificate after taking into account the previous payment of the Initial Consideration as part of the same transfer.

Allocation of Consideration. 19 2.9 Prorations......................................................20

Allocation of Consideration. Assignee is not entitled to receive any share of the sales proceeds received by Assignor in any transaction permitted by this Section 11.01.

Allocation of Consideration. The Initial Consideration, as adjusted by the other provisions of Article II or Section 6.12 or 6.13 and any indemnification payments, plus the amount of the Acquired Company Liabilities (the “Total Consideration”), shall be allocated among the QRI Assets and the assets and properties of the Acquired Companies (collectively with the QRI Assets, the “Contributed Assets”) in accordance with Section 1060 of the Code and the Treasury regulations thereunder (and any similar provision of state, local or foreign Law, as appropriate) (the “Consideration Allocation”). BreitBurn and Quicksilver agree that the unadjusted Total Consideration shall be allocated among the Contributed Assets in accordance with the principles of Section 1060 of the Code and the Treasury Regulations, as set forth in Exhibit D of this Agreement (individually, a “Tax Allocated Value”, and collectively, the “Tax Allocated Values”). Prior to Closing, the Parties shall prepare a mutually agreed schedule setting forth any necessary adjustments to the Tax Allocated Values, based upon the Closing Date Consideration (the “Closing Consideration Allocation Schedule”). Any post-Closing adjustments with respect to the consideration for the Contributed Assets shall be treated as adjustments to the Consideration Allocation, which shall be made in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (and any similar provision of state, local or foreign Law, as appropriate). Quicksilver and BreitBurn shall report the transactions contemplated by this Agreement in a manner consistent with the Consideration Allocation, such as reporting of asset values and other items for purposes of all federal, state, and local Tax Returns, including without limitation, Internal Revenue Service Form 8594. Quicksilver and BreitBurn shall not take any position in any Tax Return, Tax proceeding or Tax audit that is inconsistent with the Consideration Allocation, except as required by Law; provided, however, that neither BreitBurn nor Quicksilver shall be unreasonably impeded in its ability to settle any Tax audit or other Action related to Taxes.

Allocation of Consideration. The consideration payable by Buyer under --------------------------- this Agreement will be allocated among the Assets as set forth in a schedule to be prepared not later than 180 days after the Closing Date (or April 1 of the year following the Closing Date if earlier) by an independent appraiser with significant experience in the cable television industry. Such appraiser will be selected by the mutual agreement of Buyer and Seller within 30 days after the date of this Agreement, and the fees of such appraiser will be shared equally by Buyer and Seller. Buyer and Seller agree to be bound by the allocation and will not take any position inconsistent with such allocation and will file all returns and reports with respect to the transactions contemplated by this Agreement, including all federal, state and local Tax returns, on the basis of such allocation.

Allocation of Consideration. (a) The fair market value of the Consideration (as adjusted pursuant to the adjustments contemplated under this Agreement) and the applicable Assumed Liabilities shall be allocated to the Covered Territories and among the Transferred Assets of the relevant Selling Company as of the Initial Closing Date in accordance with a schedule (the “Asset Allocation Schedule”) that is prepared in a manner consistent with Applicable Law, including, as applicable, Section 1060 of the Code and the regulations promulgated thereunder, and in accordance with the procedures of this Section 4.01. (b) Seller and Purchaser shall jointly engage Duff & ▇▇▇▇▇▇, LLC (the “Joint Valuator”) to prepare the Asset Allocation Schedule. In furtherance thereof: (i) each Party shall use commercially reasonable efforts to keep the other Party reasonably informed, including by (A) responding promptly to requests from the other Party for regular updates, (B) inviting the other Party to participate in material conversations with the Joint Valuator and (C) including the other Party in material written communications with the Joint Valuator, in each case relating to the Joint Valuator’s progress in preparing the Asset Allocation Schedule; (ii) each Party shall cooperate with the other Party (and its Representatives) and the Joint Valuator; and (iii) each Party shall use commercially reasonable efforts to provide in a timely manner any information, data and assistance required or requested by the Joint Valuator to properly perform its valuation. (c) Seller and Purchaser shall instruct the Joint Valuator to take into account, in its preparation of the Asset Allocation Schedule, all of the Transaction Agreements and any other arrangements entered into by Seller and its Affiliates, on the one hand, and Purchaser and its Affiliates, on the other hand, in connection with the transactions contemplated by this Agreement. (d) Seller and Purchaser shall each bear one-half of all costs and expenses incurred in connection with the engagement of the Joint Valuator. (e) Seller and Purchaser shall instruct the Joint Valuator to prepare a draft of the Asset Allocation Schedule (the “Draft Schedule”), and to deliver such Draft Schedule, along with the assumptions and calculations supporting such Draft Schedule, a description of the methodology and a detailed breakdown by Covered Territory, to each of them no later than 30 days before the Initial Closing. (f) Seller and Purchaser shall instruct the Joint Valuator ...

Allocation of Consideration. The aggregate consideration payable to the Participating Investors and the Transferring Investor shall be allocated based on the number of shares of Capital Stock sold to the Prospective Transferee by each Participating Investor and the Transferring Investor.

Allocation of Consideration. Purchaser and Seller agree that the consideration payable hereunder at the Closing shall be allocated among the Assets, tangible and intangible, on the basis of an allocation (the “Allocation”) to be reasonably determined by Purchaser and Seller in accordance with applicable regulations and the Code. Purchaser and Seller agree (i) to timely file a mutually acceptable appropriate IRS form in accordance with the Allocation and (ii) that the Allocation shall be binding on Purchaser and Seller for all tax reporting purposes, except that either party may change any such report in the event of a dispute with any taxing authority or take any other step to settle or resolve such a dispute.

Allocation of Consideration. (i) Subject to Subsection 2.2(d)(ii), the aggregate consideration payable to the Participating Stockholders and the Prospective Transferor shall be allocated based on the number of shares of Capital Stock sold to the Prospective Transferee by each Participating Stockholder and the Prospective Transferor as provided in Subsection 2.2(b), provided that if a Participating Stockholder wishes to sell Preferred Stock, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion ratio of the Preferred Stock into Common Stock. (ii) In the event that the Proposed Transfer constitutes a Change of Control, the terms of the Purchase and Sale Agreement shall provide that the aggregate consideration from such transfer shall be allocated to the Participating Stockholders and the Prospective Transferor in accordance with Sections 2.1 and 2.2 of Article V(B) of the Restated Certificate as if (A) such transfer were a Deemed Liquidation Event, and (B) the Capital Stock sold in accordance with the Purchase and Sale Agreement were the only Capital Stock outstanding.