Allocation of Purchase. Unless the Buyers agree otherwise in their sole discretion, the Buyers shall purchase the Stock in the following proportions: Bartkiw 391,826 shares FHL 918,171 shares Xxxxxxxx 410,959 shares
Allocation of Purchase. Price Section 2.5 Assumption of Liabilities Section 2.6 Excluded Liabilities Section 2.7 Further Assurances
Allocation of Purchase. Price 13.4(b)-1..........................................
Allocation of Purchase. Price 2.1 Encumbrances on Assets 2.4(a) Financial Statements 2.4(b) Statement of Adverse Changes, Undisclosed Liabilities and Promotional Activity 2.5 Exceptions to Accounts Receivable and Usable Inventory 2.6 Exceptions to Tax Payments 2.7 Required Consents 2.8 Litigation 2.11 Intangible Property 2.13 Notice of Violations or Noncompliance 2.14 List of Labor Unions, Unfair Practices and other Labor Matters 2.15 List of Transactions Not in the Ordinary Course of Business and Contracts Extending Beyond the Closing 2.16 List of Powers of Attorney, Deposit Accounts and Signing Authorities, and of Employees and Service Contracts Copies of the Exhibits and Schedules will be provided to the Commission upon request.
Allocation of Purchase. PAYMENTS We allocate your Purchase Payments to one or more of the Investment Options according to your instructions. However, we reserve the right to allocate the initial Purchase Payment to the Money Market Investment Option until the expiration of the Right to Examine period. Unless you inform us otherwise, we allocate additional Purchase Payments in the same manner as the initial Purchase Payment. All allocations of Purchase Payments are subject to the Allocation Guidelines shown on the Contract Schedule. We guarantee that you will be allowed to select at least five Investment Options for such allocations. -------------------------------------------------------------------------------- VARIABLE ACCOUNT -------------------------------------------------------------------------------- VARIABLE ACCOUNT The Variable Account is shown on the Contract Schedule. It consists of assets we have set aside and have kept separate from the rest of our assets and those of our other separate accounts. The assets of the Variable Account; equal to reserves and other liabilities of your contract and all other contracts issued through the Variable Account; will not be charged with liabilities arising out of any other business we may conduct. The Variable Account assets are divided into subaccounts corresponding to the Investment Options as shown on the Contract Schedule. We may add, substitute, or remove Investment Options shown in the Contract Schedule. We may limit further Purchase Payment allocations to an Investment Option, or substitute subaccount Accumulation Units of another Investment Option for an Investment Option you previously selected, subject to the requirements of applicable law. VALUATION OF ASSETS Assets of the subaccounts will be valued at their Net Asset Value on each Business Day, except when an Investment Option does not value its shares. ACCUMULATION UNITS The Purchase Payments you allocate to the Investment Options are placed into subaccounts. Each subaccount invests exclusively in one Investment Option. Accumulation Units shall be used to account for all amounts allocated to or withdrawn from the Investment Options as a result of Purchase Payments, withdrawals, transfers, Partial Annuitizations, or fees and charges. The number of subaccount Accumulation Units is determined by dividing the amount allocated to, or withdrawn from, the subaccount by the dollar value of one subaccount Accumulation Unit at the end of the Business Day as of which the transac...
Allocation of Purchase. Price 2.1 Encumbrances on Assets 2.3(a) Financial Statements 2.3(b) Statement of Adverse Changes, Undisclosed Liabilities and Promotional Activities 2.4 Exceptions to Accounts Receivable and Usable Inventory 2.5 Exceptions to Tax Payments 2.6 Required Consents 2.7 Litigation 2.10 Governmental Consents 2.11 List of Violations or Non-compliance with Agreements and Laws 2.12 List of Labor Unions, Unfair Practices and other Labor Matters 2.13 List of Transactions Not in the Ordinary Course of Business and Contracts Extending Beyond the Escrow Closing 2.14 List of Powers of Attorney, Deposit Accounts, Signing Authorities, and of Employees and Service Contracts Copies of the Exhibits and Schedules will be provided to the Commission upon request.
Allocation of Purchase. 3.6.1 Upon final determination of the Purchase Price and the Asset Value, the Purchase Price for the Purchased Assets shall be allocated as of the Closing Date among the Purchased Assets in accordance with an allocation schedule to be prepared by the Purchaser and consented to by the Seller, which consent shall not be unreasonably withheld. Such allocation schedule shall be prepared in accordance with Section 1060 of the Code.
Allocation of Purchase. We allocate your Purchase Payments to one or more of the Investment Options according to your instructions. We will allocate bonus amounts in the same way as the corresponding Purchase Payment. However, we reserve the right to allocate the initial Purchase Payment and bonus amounts to the Money Market Investment Option until the expiration of the Right to Examine period. Unless you inform us otherwise, we allocate additional Purchase Payments and bonus amounts in the same manner as the initial Purchase Payment. All allocations of Purchase Payments and bonus amounts are subject to the Allocation Guidelines shown on the Contract Schedule. We guarantee that you will be allowed to select at least fifteen Investment Options for such allocations. This number will not decrease after the Issue Date. You will be allowed to choose at least this number of Investment Options from the Investment Options specified in the Contract Schedule unless Investment Options are eliminated or substituted. L40530-NY01 7 -------------------------------------------------------------------------------- BONUS -------------------------------------------------------------------------------- BONUS As of the Business Day we receive your Purchase Payment, we will credit each Purchase Payment received before the older Owner's 81st birthday with a bonus. After a withdrawal of Purchase Payments, a bonus is only applicable to additional Purchase Payment amounts in excess of any previous Purchase Payments withdrawn.
Allocation of Purchase. Price 4.1 - Seller's Governing Documents 4.3 - Consents 4.6(a) - Title to and Character of Assets 4.8 - Inventory 4.12(a)(i) - List of Company Plans, Company Other Benefit Obligations and Company VEBAs 4.12(a)(iv) - Post-Retirement Benefits 4.12(c) - ERISA 4.12(d) - Collective Bargaining Agreements 4.13(a)(iii) - Compliance with Legal Requirements 4.13(b) - Governmental Authorizations 4.13(b)(iii) - Compliance with Governmental Authorizations 4.14(b) - Legal Proceedings 4.14(d)(iv) - Seller's Payments 4.16 - Absence of Certain Changes and Events 4.17(a) - Contracts 4.17(c) - Violations of Contracts 4.18 - Insurance Policies 4.20(a) - Employee Information 4.20(c) - Retired Employee Information 4.21(a) - Intellectual Property 4.21(b) - Encumbrances 4.21(d) - Marks 11.4 - Pending Disputes ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered into as of the 27th day of September, 1999, by and among XXXXXXXXX INTERNATIONAL, INC., a Delaware corporation ("Purchaser"), XXXXX WINE COMPANY (d/b/a Monarch Wine Company of Georgia), a Georgia corporation ("Seller"), and XXXXXX X. XXXXXXXXX, XXXXX XXXXXXXXX, XXX XXXXXXXXX and XXXXXXX XXXXXXXXX (collectively, the "Principals").
Allocation of Purchase. Price Buyer and Sellers shall allocate jointly the Purchase Price and Assumed Liabilities among the Purchased Assets and the Non-Competition and Non-Solicitation Agreements referred to in Section Unless otherwise agreed to by the Parties the portion of the Purchase Price allocated to the Purchased Equipment shall be based on the orderly liquidated value of the Purchased Equipment as determined by Sellers at Sellers sole expense Such allocation shall be made in accordance with the provisions of Section 1060 of the Code and shall be binding upon Buyer and Sellers for all purposes including financial accounting purposes financial and regulatory reporting purposes and tax purposes Sellers and Buyer hereby agree that Buyer shall prepare and provide to Sellers draft allocation of the Purchase Price among the Purchased Assets within one hundred 100 days after the Closing Date Sellers shall notify Buyer within thirty 30 days of receipt of such draft allocation of any objection Sellers may have thereto Sellers and Xxxxx agree to resolve any disagreement with respect to such allocation in good xxxxx Xxxxxxx and Buyer hereby undertake and agree to promptly execute and deliver all such documents forms and other information relating to such allocation and to file timely any information that may be required to be filed pursuant to Treasury Regulations promulgated under Section 1060b of the Code Buyer and Sellers also each agree to file tax returns consistently with the foregoing allocation The allocation of the Purchase Price pursuant to this Section 1.9 shall not be construed as limitation on damages for breach of any covenant or agreement by Sellers in this Agreement nor shall such allocation be deemed to limit Buyers remedies
