Consideration Allocation. Within sixty (60) days of the determination of the Final Net Working Capital, NGL Subsidiary shall provide to SemStream a proposed schedule allocating the Aggregate Consideration (as adjusted pursuant to Section 2.4(b) (and relevant Assumed Liabilities) among the Contributed Assets and the non-compete obligation set forth in the Non-Competition Agreement (the “Consideration Allocation Schedule”). The Consideration Allocation Schedule will be prepared in accordance with the applicable provisions of the Code. NGL Subsidiary and SemStream shall make appropriate adjustments to the Consideration Allocation Schedule to reflect any adjustments to Aggregate Consideration or other relevant items. NGL Subsidiary and SemStream agree to use commercially reasonable efforts to agree on the Consideration Allocation Schedule and, if agreed, to report for all Tax reporting purposes the transactions in accordance with the mutually agreed Consideration Allocation Schedule, as appropriately adjusted. In the event NGL Subsidiary and SemStream cannot agree on the Consideration Allocation Schedule each Party may allocate the Aggregate Consideration for their respective separate Tax reporting purposes in their discretion.
Consideration Allocation. (a) Subject to the terms and conditions hereof, and subject to the adjustments specified in Section 1.3 hereof, the aggregate amount (the "Aggregate Purchase Price") paid by Hanover for the Schlumberger Equity Interests, the OSI Assets, the Rocky Mountain Assets and the Alliance Agreement, which shall be allocated by the Parties in accordance with Section 1.2(c), shall consist of: (i) the following amounts paid at Closing: (A) Two Hundred Seventy Million Dollars ($270,000,000) in cash, (B) One Hundred Fifty Million Dollars ($150,000,000) in the form of a subordinated promissory note having the terms set forth on the Term Sheet attached hereto as Exhibit 1.2 (the "Hanover Note") and (C) a number of shares of Hanover common stock ("Hanover Stock") having a value (without giving effect to any restrictions on transfer) of Two Hundred Eighty Three Million Dollars ($283,000,000), as provided in Section 1.2(b), and (ii) upon any draw down on a financing of the PIGAP II project owned by WilPro, the net amount of the draw down multiplied by 30% until an aggregate of Fifty Eight Million Dollars ($58,000,000) in cash has been paid to Surenco.
Consideration Allocation. Purchaser and the Seller agree to allocate the consideration received for the Subsidiary Shares, the Seller Software, the Other Software and the Seller Trademarks as set forth on EXHIBIT H hereto (the " Consideration Allocation"). After the Closing Date, neither Purchaser nor Seller shall (i) take any position in any Tax Return, report, or form or (ii) reach any settlement or agreement in respect of any Audit that, in either case, is inconsistent with the Consideration Allocation, unless such inconsistency is mandated by applicable Law. If such inconsistency is mandated by applicable law, the party taking such position shall provide timely and reasonable notice to the other party of such inconsistency and its effect on the Consideration Allocation.
Consideration Allocation. Notwithstanding any provision in this Agreement or in any Related Transaction Documents to the contrary, at any time prior to the Effective Time, Casden may modify the allocation of the Aggregate Consideration among the REIT Common Consideration, the REIT Common Deferred Consideration, the REIT Preferred Consideration, the OP Contribution Consideration, the CPLB Merger Consideration and the Casden Contribution Consideration, and may reallocate the REIT Merger Consideration among and with respect to all recipients thereof, and may in connection therewith adjust the deemed $21.66 in Section 2.2(c), by giving written notice of such revised allocation(s) to AIMCO without the consent or approval of any Casden stockholder or any other party hereto, provided however that (i) neither the Aggregate Consideration nor the aggregate amount of Deferred Consideration may be increased, (ii) Casden may not modify the allocation of the Aggregate Consideration in any way that increases the aggregate number of shares of AIMCO Common Stock and AIMCO OP Units to be issued in the Transactions without the prior written consent of AIMCO and (iii) Casden may not modify the Aggregate Consideration without appropriate approval of the board of directors and independent directors of Casden. At least three (3) business days before the Effective Time, Casden shall provide AIMCO with written notice of its determination of its allocation in respect of the Villa Azure Earnout Amount, Core Properties Earnout Amount and Mortgage Debt Amortization.
Consideration Allocation. (a) In exchange for the contribution at closing by Sellers of the Assets, NEWCO shall issue and deliver to Neoforma: (i) Two Hundred Fifty Thousand Dollars ($250,000) in cash in the form of a certified check delivered at the closing or by wire transfer payment; and (ii) Two Million Two Hundred Fifty Thousand Dollars ($2,250,000) in the form of a two-year note dated as of the final Closing Date, One Million Two Hundred Fifty Thousand Dollars ($1,250,000) principal paid in equal quarterly installments and One Million Dollars ($1,000,000) principal paid two years from the Closing Date, with zero interest rate ("Note") and secured by a security agreement covering the Assets ("Security Agreement"). Such Note and Security Agreement shall be in the form of Exhibit A and Exhibit B, respectively, to this Agreement. The cash and Note shall collectively be defined as the "Purchase Price". If the Outsourcing Agreement is terminated for any reason prior to the completion of the two-year note payment to Neoforma, NEWCO's obligation to continue payments pursuant to the two-year note to Neoforma will terminate.
Consideration Allocation. Unless otherwise agreed in writing, the Seller and the Purchaser agree that the Consideration shall be allocated among the Shares in accordance with Schedule 4 (Shares to be Transferred).
Consideration Allocation. The parties shall use reasonable best efforts to agree upon an allocation of the aggregate consideration payable by CryoCath to Endocare, excluding royalties as between CryoCath and Endocare, and to set forth such allocation in a schedule of allocation within thirty (30) days of the Closing Date. Endocare and CryoCath agree that, unless the parties cannot agree on such allocation after such reasonable best efforts, and except as required by any applicable Governmental Body or such party's independent auditors, each party shall (a) report the license grant and sale of the Purchased Assets for federal and state Tax purposes and for all accounting purposes in accordance with the allocations set forth on such schedule of allocation and (b) not take any position inconsistent with the allocations set forth therein on any of their respective Tax returns or financial statements. ----------------- *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.
Consideration Allocation. As consideration for the sale, transfer, assignment, conveyance and delivery of the Purchased Assets at the Closing, Buyer shall pay and deliver to the Stockholder the Purchase Price as specified in Section 2.4(c) and shall assume the Assumed Liabilities. The Purchase Price (plus Assumed Liabilities to the extent taken into account under the Code) will be allocated among the Purchased Assets as set forth on a schedule to be delivered by Buyer to Sellers no later than ninety (90) days after the Closing Date, which schedule shall be subject to the reasonable approval of Sellers. Unless otherwise agreed in writing by Buyer and Sellers, Buyer and Sellers shall prepare and file all forms required under Code Section 1060 (including Form 8594) and other Tax Returns consistent with such allocation.
Consideration Allocation. Notwithstanding anything to the contrary contained herein or in any other Transaction Document, on no date shall the Aggregate Cash Payments with respect to Outstanding Common Shares (including Dissenting Shares) and Outstanding Options be less than twenty percent (20%) of the total Aggregate Cash Payments on such date. If on any date the foregoing sentence would be violated by the consideration payable to the Securityholders on such date, then all payments on and after such date shall be made as follows until the Aggregate Cash Payments payable with respect to Outstanding Common Shares and Outstanding Options would exceed twenty percent (20%) of all Aggregate Cash Payments absent this Section 2.10(f): (a) eighty percent (80%) allocated to the holders of Outstanding Series A Preferred Shares and Outstanding Series B Preferred Shares (pro rata in accordance with the Series A Liquidation Preference and Series B Liquidation Preference of each such
Consideration Allocation. As consideration for the sale, transfer, assignment, conveyance and delivery of the Purchased Assets, Buyer shall pay and deliver to Seller the Purchase Price and shall assume the Assumed Liabilities. Such consideration will be allocated as set forth on Schedule 2.3. Unless otherwise agreed in writing by Buyer and Seller, Buyer and Seller shall (a) reflect the Purchased Assets in their books and for Tax reporting purposes in accordance with such allocation, (b) file all forms required under Code Section 1060 (including Form 8594) and all other Tax Returns and reports in accordance with and based upon such allocation and (c) unless required to do so in accordance with a “determination” as defined in Code Section 1313(a)(1), take no position in any Tax Return, Tax Proceeding, Tax audit or otherwise which is inconsistent with such allocation.
