Allocation of Purchased Assets Sample Clauses

Allocation of Purchased Assets. At the Closing, and except as otherwise agreed by the parties hereto, (i) all Purchased Assets and Assumed Liabilities located in Texas, New York and Kentucky (including with respect to Leased Premises and the underlying Theatre Leases), will be transferred to MMT Texny; and (ii) all Purchased Assets and Assumed Liabilities located in Arkansas, Colorado, Georgia, Louisiana, Pennsylvania and Virginia (including with respect to Leased Premises, the underlying Theatre Lease), will be transferred to MMT Lapagava.
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Allocation of Purchased Assets. All of the Purchased Assets physically located in the State of Wisconsin on the Closing Date shall be purchased by MCC-Wisconsin (the “MCC-Wisconsin Assets”). All of the Purchased Assets physically located outside of the State of Wisconsin on the Closing Date shall be purchased by MCC-Norway (the “MCC-Norway Assets”). Notwithstanding the foregoing, the Patents and Marks shall be purchased by Multi-Color.
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Allocation of Purchased Assets. (A) The Administrative Agent may, on the terms and subject to the conditions set forth herein (including without limitation Sections 2 and 3 hereof), but shall not be required to, enter into one or more Transactions on behalf of the Buyers from time to time on any Business Day during the period from the Effective Date hereof until (but excluding) the Facility Termination Date. Upon agreeing to enter into a Transaction hereunder, Administrative Agent shall promptly notify each Buyer, with a copy of the related Transaction Request, of the amount of its Allocation Percentage of the related Transaction (each, an “Allocation Transaction”). Subject to the terms and conditions set forth herein, each Buyer severally agrees to make the Purchase Price available to Seller from time to time, in each case, that Administrative Agent, in its sole discretion, has approved in the related Transaction Request pursuant to the terms and conditions herein, in each case, in an aggregate amount not to exceed the amount of such Buyer’s Allocation Percentage then-outstanding. Administrative Agent shall maintain in accordance with its usual practice an account or accounts evidencing the amounts of each Transaction resulting from each Allocation Transaction from time to time, including the amount and date of each Allocation Transaction, its applicable Price Differential and the amount and date of any repayment made on any Allocation Transaction from time to time. The Administrative Agent, at any time in its sole and absolute discretion, may, in each case on behalf Seller (which hereby irrevocably directs the Administrative Agent to act on their behalf) request each of the Buyers (including the Administrative Agent in its capacity as a Buyer) to pay the Purchase Price related to a Transaction in an amount not to exceed the Aggregate Transaction Limit to Seller, in an amount equal to such Buyer’s Allocation Percentage of the aggregate Purchase Price in connection with such Allocation Transactions outstanding on the date such notice is given (the “Refunded Allocation Transactions”) and may make multiple demands for such payment on any single Business Day. In connection with the making of any such Refunded Allocation Transactions, the
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Allocation of Purchased Assets. Between the Agreement Date and the Closing Date, Acquiror shall have the right to determine which of the Purchased Assets will be purchased by each of Acquiror Parent, Acquiror Sub or any other directly or indirectly controlled subsidiary of Acquiror that is designated to acquire such assets by Acquiror, and which of the Assumed Liabilities will be assumed by each of Acquiror Parent, Acquiror Sub or any other directly or indirectly controlled subsidiary of Acquiror designated by Acquiror. Upon making any such determination with respect to any of the Purchased Assets or Assumed Liabilities, Acquiror shall provide Parent with written notice of such determination, which shall be binding on Sellers. The form of the Xxxx of Sale and the Assignment and Assumption Agreement to be executed and delivered at Closing shall be revised appropriately to reflect the allocations described above. Nothwithstanding the foregoing, all OCS funded Intellectual Property shall be acquired by the Acquiror Sub. For the sake of clarity, OCS funded Intellectual Property means in this Agreement the development of the “iPACS Ortho” product and all Intellectual Property related to such development.
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Allocation of Purchased Assets. Purchaser is hereby authorized in connection with consummation of the Purchase Agreement to allocate the Purchased Assets and Assigned Contracts (subject to the terms thereof) among its affiliates, designees, assignees, and/or successors in a manner as it in its discretion deems appropriate and to assign, sublease, sublicense, transfer or otherwise dispose of any of the Purchased Assets or the rights under any Assigned Contract (subject to the terms thereof) to its affiliates, designees, assignees, and/or successors with all of the rights and protections accorded under this Order and the Purchase Agreement, and the Seller shall cooperate with and take all actions reasonably requested by Purchaser to effectuate any of the foregoing.
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Allocation of Purchased Assets. Buyer shall cause the Company ------------------------------ to purchase all of the Purchased Assets except the Intellectual Property and the Molds. Buyer shall cause the U.S. Subsidiary to purchase the Intellectual Property and the Molds.
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Allocation of Purchased Assets. 4 ARTICLE II CONSIDERATION........................................................................... 4 2.1
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Related to Allocation of Purchased Assets

  • Condition of Purchased Assets All of the tangible property included in the Purchased Assets is in good operating condition and repair, ordinary wear and tear excepted, and in the state of maintenance, repair and operating condition required for the proper operation and use thereof in the ordinary and usual course of business by Seller.

  • Allocation of Purchase Price (a) No later than sixty (60) days after Closing or within a reasonable time thereafter as agreed by Sellers and Purchaser, Purchaser shall prepare and deliver to Sellers a proposed allocation of the Purchase Price (plus the Assumed Liabilities and any other Liabilities deemed assumed by the Purchaser for U.S. federal income Tax purposes) among the Transferred Assets which shall be prepared in a manner consistent with Section 1060 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) (the “Proposed Allocation Schedule”). After receipt of the Proposed Allocation Schedule from Purchaser, the Sellers shall have fifteen (15) days to review the Proposed Allocation Schedule. The Proposed Allocation Schedule will be considered final and binding on the Parties unless Sellers communicate to Purchaser objections to the Proposed Allocation Schedule (an “Allocation Dispute Notice”). Sellers and Purchaser shall, within ten (10) days (or such longer period as Sellers and Purchaser may agree in writing) following delivery of an Allocation Dispute Notice (the “Allocation Resolution Period”), attempt in good faith to resolve their differences and prepare a final allocation schedule that is acceptable to both Sellers and Purchaser. If Sellers and Purchaser are unable to completely resolve any such differences within such ten (10) day period, the unresolved issues (the “Allocation Dispute”) shall be resolved by the Accounting Firm in accordance with Section 1.5(b) (once so resolved, the “Final Allocation Schedule”), subject to approval by the Bankruptcy Court. Purchaser and Sellers shall file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with the Final Allocation Schedule and shall not take any position for Tax purposes (including on IRS Form 8594 or in any audit or other examination or proceeding relating to Taxes) inconsistent with this Section 1.5 unless required to do so by applicable Law.

  • Transfer of Purchased Assets At each exercise of the Asset Purchase Option by Party A:

  • Sale of Purchased Assets Sell, transfer, assign, lease, encumber or otherwise dispose of any of the Purchased Assets other than in the ordinary course of Seller's business consistent with past practices;

  • Purchase Price; Allocation of Purchase Price (a) The purchase price for the Purchased Assets and the Shares (the “Purchase Price”) is $3,000,000,000 (three billion dollars) in cash. The Purchase Price shall be paid as provided in Section 2.09 and shall be subject to adjustment as provided in Sections 2.09 and 2.11. Seller shall be treated as receiving a portion of the Purchase Price as agent for its Affiliates actually selling the Purchased Assets and the Shares consistent with the allocation of the Purchase Price pursuant to the Allocation Statement.

  • Allocation of Purchase Payments The allocation of Purchase Payments is made in accordance with your selection made at the Issue Date. Unless you elect otherwise, subsequent Purchase Payments will be allocated in accordance with your initial selection. Allocation of the Purchase Payments is subject to the Allocation Requirements set forth on the Contract Schedule. If there are Joint Owners, unless we are instructed to the contrary, allocation instructions will be accepted from either one of the Joint Owners. ACCOUNT VALUE PROVISION ACCOUNT VALUE -- Your Account Value for any Business Day is the sum of your interests in the Subaccounts of the Separate Account as of such Business Day. The portion of your Account Value in a Subaccount is determined by multiplying the number of Accumulation Units allocated to the Contract for the Subaccount by the Accumulation Unit Value. ACCOUNT FEE -- We will deduct an Account Fee from your Account Value as set forth on the Contract Schedule. SEPARATE ACCOUNT PROVISIONS THE SEPARATE ACCOUNT -- The Separate Account is designated on the Contract Schedule and consists of assets, which are kept separate from our General Account assets and all of our other segregated asset accounts. The assets of the Separate Account, equal to reserves and other liabilities of your Contract and those of other owners who have an interest in the Separate Account, will not be charged with liabilities arising out of any other business we may do. The Separate Account assets are divided into Subaccounts. The assets of each Subaccount are allocated to an Investment Option. INVESTMENTS OF THE SEPARATE ACCOUNT -- Purchase Payments applied to the Separate Account are allocated to the Subaccounts of the Separate Account. We may, from time to time, add additional Investment Options. You may be permitted to transfer all or a portion of your Account Value to the additional Investment Option(s). However, the right to make any transfer will be limited by any terms and conditions in effect at the time of transfer. If the shares of any of the Investment Options become unavailable for investment by the Separate Account, or we deem further investment in these shares inappropriate, we may prohibit or otherwise limit further purchase of such shares or substitute shares of another Investment Option for shares already purchased under this Contract, subject to obtaining any necessary regulatory approvals. CHANGE IN OPERATION -- We reserve the right to transfer assets of the Separate Account to another account, and to modify the structure or operation of the Separate Account, subject to obtaining any necessary regulatory approvals. If we do so, we guarantee that such modification will not affect your Account Value. VALUATION OF ASSETS -- Assets of the Separate Account are valued at their fair market value in accordance with our procedures. ACCUMULATION UNIT -- Accumulation Units shall be used to account for all amounts allocated to or withdrawn from a Subaccount of the Separate Account as a result of Purchase Payments, withdrawals, transfers, or fees and charges. We will determine the number of Accumulation Units of a Subaccount purchased or canceled. This is done by dividing the amount allocated to (or the amount withdrawn from) the Subaccount, by the dollar value of one Accumulation Unit of the Subaccount as of the end of the Business Day during which the Notice for the transaction is received at the Annuity Service Office. ACCUMULATION UNIT VALUE -- The initial Accumulation Unit Value for each Subaccount was set by us. Subsequent Accumulation Unit values for each Subaccount are determined by multiplying the Accumulation Unit Value for the immediately preceding Business Day by the Net Investment Factor of the Subaccount for the current Business Day. The Accumulation Unit Value may increase or decrease from Business Day to Business Day. NET INVESTMENT FACTOR -- The Net Investment Factor for each Subaccount is determined by dividing A by B and multiplying by (1-C) where: A is (i) the net asset value per share of the Investment Option held by the Subaccount at the end of the current Business Day; plus

  • Balance of Purchase Price The balance of the Purchase Price shall be paid in cash or by certified funds at the Closing (as defined below).

  • Determination of Purchase Price The Securities Administrator will be responsible for determining the Purchase Price for any Mortgage Loan that is sold by the Trust or with respect to which provision is made for the escrow of funds pursuant to this Section 2.03 and shall at the time of any purchase or escrow certify such amounts to the Depositor; provided that the Securities Administrator may consult with the Servicer to determine the Purchase Price unless the Servicer is the Purchaser of such Mortgage Loan. If, for whatever reason, the Securities Administrator shall determine that there is a miscalculation of the amount to be paid to the Trust, the Securities Administrator shall from monies in a Distribution Account return any overpayment that the Trust received as a result of such miscalculation to the applicable Purchaser upon the discovery of such overpayment, and the Securities Administrator shall collect from the applicable Purchaser for deposit to the Securities Account any underpayment that resulted from such miscalculation upon the discovery of such underpayment. Recovery may be made either directly or by set-off of all or any part of such underpayment against amounts owed by the Trust to such Purchaser.

  • Purchase and Sale of Purchased Assets On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, assign, convey and deliver to the Purchaser the Purchased Assets pursuant to the Xxxx of Sale.

  • Calculation of Purchase Price The bank’s ownership interest in a security will be quantified one of two ways: (i) number of shares or other units, as applicable (in the case of equity securities) or (ii) par value or notational amount, as applicable (in the case of non-equity securities). As a result, the purchase price (except where determined pursuant to clause (ii) of the preceding paragraph) shall be calculated one of two ways, depending on whether or not the security is an equity security: (i) the purchase price for an equity security shall be calculated by multiplying the number of shares or other units by the applicable market price per unit; and (ii) the purchase price for a non-equity security shall be an amount equal to the applicable market price (expressed as a decimal), multiplied by the par value for such security (based on the payment factor most recently widely available). The purchase price also shall include accrued interest as calculated below (see Calculation of Accrued Interest), except to the extent the parties may otherwise expressly agree, pursuant to clause (ii) of the preceding paragraph. If the factor used to determine the par value of any security for purposes of calculating the purchase price, is not for the period in which the Bank Closing Date occurs, then the purchase price for that security shall be subject to adjustment post-closing based on a “cancel and correct” procedure. Under this procedure, after such current factor becomes publicly available, the Receiver will recalculate the purchase price utilizing the current factor and related interest rate, and will notify the Assuming Institution of any difference and of the applicable amount due from one party to the other. Such amount will then be paid as part of the settlement process pursuant to Article VIII.

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