Allocation of Consideration definition

Allocation of Consideration. As used herein, the term "Consideration" shall mean the sum of (i) the cash amounts paid by Purchaser pursuant to Section 1.2(a), plus (ii) the Assumed Liabilities as defined in Section 1.2(f). The parties hereto agree that the Consideration will be allocated in accordance with a schedule to be agreed upon by the parties within 60 days following the Closing Date. Prior to the Closing, the parties will arrive at an estimate of such allocation. All tax returns, reports and other similar filings will be prepared and timely filed by each of Seller and Purchaser consistently with one another with respect to the final allocation of the Consideration and strictly in accordance with such allocation.
Sample 1
Allocation of Consideration. The consideration provided Buyer Corp hereunder (the "Purchase Price") shall be allocated as follows:
Sample 1

Examples of Allocation of Consideration in a sentence

  • Xxxxxxxx, III XXXXXXX NEUROCARE LLC, a Delaware limited liability company By: INTEGRA NEUROCARE LLC, its sole Member By: INTEGRA HOLDING CORPORATION, its sole Member By: /s/Xxxx X.

  • NYSBA Tax Section, Report No. 1316, Report on Proposed Regulations Regarding Allocation of Consideration and Allocation and Recovery of Basis in Transactions Involving Corporate Stock or Securities (Feb.

  • See below under "Tax Consequences to Creditors -- Allocation of Consideration Received" for a discussion of the allocation of consideration to Claims for accrued interest.

  • The magazine is not a separate supply and forms an ancillary part of the single supply of the TV subscription.5.2. Allocation of Consideration to individual suppliesIf a single price is given for multiple supplies of goods and services, the supplier must determine the Value for each individual supply, and calculate VAT accordingly.

  • NYSBA Tax Section Report No. 1316, Report on Proposed Allocations Regarding Allocation of Consideration and Allocation and Recovery of Basis in Transactions Involving Corporate Stock or Securities (Feb.

  • As noted below (see "Tax Consequences to Creditors -- Allocation of Consideration Received"), under the Plan, Cash or New Term Notes will be distributed to Holders of Pre-Petition Credit Agreement Claims and General Unsecured Claims in respect of their Claims for accrued interest.

  • See subsection B.8 below, entitled "Allocation of Consideration to Interest." A holder's tax basis in any New Anne Klein Common Stock received in satisfaction of its Claim will equal the fair market value of such stock.

  • Further, the NPRM proposes at § ll.109(f)(2) that an IRB must receive annual confirmation that such research is ongoing and that no changes have been made that would require the IRB to conduct continuing review (that is, the study still qualifies for expedited review because it still meets the criteria listed above and still involves no greater than minimal risk).

  • Score, Superintendent, Florida Keys National Marine Sanctuary, 33 East Quay Road, Key West, FL 33040.DEPARTMENT OF THE TREASURYInternal Revenue Service 26 CFR Part 1[REG–143686–07] RIN 1545–BH35The Allocation of Consideration and Allocation and Recovery of Basis in Transactions Involving Corporate Stock or Securities; CorrectionAGENCY: Internal Revenue Service (IRS), Treasury.ACTION: Correction to notice of proposed rulemaking.143686–07), which was the subject of FR Doc.

  • Much of the attention to this problem has been in quantifying the value ofmaking discrete assessments of individual assets difficult.

Related to Allocation of Consideration

  • Aggregate Consideration means, with respect to any Permitted Acquisition, the sum (without duplication) of (i) the aggregate amount of all cash paid (or to be paid) by the Company or any of its Subsidiaries in connection with such Permitted Acquisition (including, without limitation, payments of fees and costs and expenses in connection therewith) and all contingent cash purchase price, earn-out, non-compete and other similar obligations of the Company and its Subsidiaries incurred and reasonably expected to be incurred in connection therewith (as determined in good faith by the Company), (ii) the aggregate principal amount of all Indebtedness assumed, incurred, refinanced and/or issued in connection with such Permitted Acquisition to the extent permitted by Section 6.01, and (iii) the Fair Market Value of all other consideration (other than the Company’s common stock) payable in connection with such Permitted Acquisition.

  • Total Consideration means, with respect to an Acquisition, the sum (but without duplication) of (a) cash paid or payable in connection with any Acquisition, whether paid at or prior to or after the closing thereof, (b) indebtedness payable to the seller in connection with such Acquisition, including all “earn-out” and other future payment obligations subject to the occurrence of any contingency (provided that, in the case of any future payment subject to a contingency, such shall be considered part of the Total Consideration to the extent of the reserve, if any, required under GAAP to be established in respect thereof by any Loan Party or any Subsidiary of a Loan Party), (c) the fair market value of any equity securities, including any warrants or options therefor, delivered in connection with any Acquisition (other than issuances of equity securities to employees of the Acquired Business), (d) the present value of covenants not to compete entered into in connection with such Acquisition or other future payments which are required to be made over a period of time and are not contingent upon any Loan Party or its Subsidiary meeting financial performance objectives (exclusive of salaries paid in the ordinary course of business) (discounted at the Base Rate), but only to the extent not included in clause (a), (b) or (c) above, and (e) the amount of indebtedness assumed in connection with such Acquisition.

  • Other Consideration means cash and/or any securities (other than New Shares) or assets (whether of the entity or person (other than the Share Issuer) involved in the Merger Event or a third party).

  • Additional Consideration has the meaning set forth in Section 3.2.

  • Net Consideration Per Share means the amount equal to the total amount of consideration, if any, received by the Company for the issuance of such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities, plus the minimum amount of consideration, if any, payable to the Company upon exercise or conversion thereof, divided by the aggregate number of shares of Common Stock that would be issued if all such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities were exercised, exchanged or converted.

  • Base Consideration has the meaning set forth in Section 3.1(a)(i).

  • Purchase Consideration means the aggregate net cash proceeds received by the Company or Specialty Foods Corporation ("SFC") (after deducting all fees and expenses incurred by the Company, SFC and/or their respective affiliates in connection with the Sale). By way of example, if the Purchase Consideration equaled $100,000,000, your Sale Bonus would be $50,000.00. The Sale Bonus shall be paid to you within three (3) months of the completion of the Sale.

  • Initial Consideration shall have the meaning set forth in Section 5.01.

  • Stock Consideration has the meaning set forth in Section 2.2(a).

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

  • Closing Consideration has the meaning set forth in Section 2.2(a).

  • Equity Consideration has the meaning set forth in Section 1.1(b).

  • Designated Noncash Consideration means the fair market value of noncash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Noncash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, executed by the principal executive officer or the principal financial officer of the Company, less the amount of cash and Cash Equivalents received in connection with a sale or collection of such Designated Noncash Consideration.

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.

  • Merger Consideration has the meaning set forth in Section 3.1(a).

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

  • Alternate Consideration shall have the meaning set forth in Section 5(e).

  • Conversion Consideration shall have the meaning specified in Section 14.12(a).

  • Aggregate Cash Consideration has the meaning set forth in Section 3.3(a)(i).

  • Allocation Amount means, as of the Closing Date, the Series [•] Stated Principal Amount and on any date of determination thereafter, the sum of, without duplication, (a) the Allocation Amount determined as of the later of the Closing Date or the date of determination immediately prior to the then current date of determination, plus (b) the amount of all increases in the Series [•] Stated Principal Amount resulting from the issuance of additional Series [•] Notes since the prior date of determination, plus (c) all reimbursements, as provided in Section 4.04(e) or otherwise, of reductions in the Allocation Amount due to Investor Charge- Offs or Reallocated Principal Collections since the prior date of determination, minus (d) the amount of the reduction in the Allocation Amount due to Investor Charge-Offs since the prior date of determination, determined as set forth in Section 4.07, minus (e) the amount of the reduction in the Allocation Amount due to the application of Reallocated Principal Collections since the prior date of determination, determined as set forth in Section 4.08, minus (f) the amount deposited into the Principal Funding Account or (without duplication) deposited into the Distribution Account pursuant to Section 4.05(c) or paid to the Series [•] Noteholders (in each case, after giving effect to any deposits, allocations, reallocations or withdrawals to be made on that day) since the prior date of determination; provided, however, that (1) the Allocation Amount may never be less than zero, (2) the Allocation Amount may never be greater than the Adjusted Outstanding Dollar Principal Amount and (3) if there is a sale of Collateral in accordance with Section 4.14, the Allocation Amount will be reduced to zero upon such sale.

  • Unit Consideration has the meaning set forth in Section 2.2(a).

  • Share Consideration has the meaning set forth in Section 5.1.

  • Minimum Consideration means the $.01 par value per share or such larger amount determined pursuant to resolution of the Board to be capital within the meaning of Section 154 of the Delaware General Corporation Law.

  • Cash Consideration has the meaning set forth in Section 2.1(a).

  • Deferred Consideration shall have the meaning ascribed to such term in Section 4(d).

  • Transaction Consideration has the meaning set forth in Section 11.7 hereof.