Allocation of Purchase Price definition

Allocation of Purchase Price f C \l 2}. It is hereby agreed that, for purposes of Treasury Regulations S 1.1273-2(h), (i) the aggregate "issue price" of the investment unit consisting of the Notes and Warrants to be issued pursuant to this Agreement is $15,000,000, (ii) the aggregate fair market value and aggregate purchase price of the Notes is $14,070,344, and (iii) the aggregate fair market value and aggregate purchase price of the Warrants is $929,656. The Company and the Purchaser agree to use the foregoing issue price, purchase prices and fair market values for U.S. federal income tax purposes with respect to this transaction (unless otherwise required by a final determination by the Internal Revenue Service or a court of competent jurisdiction).
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Allocation of Purchase Price shall have the meaning set forth in Section 1.11 of the Agreement.
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Allocation of Purchase Price shall be defined as set forth in Section 1.1(d).
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Examples of Allocation of Purchase Price in a sentence

  • Allocation of Purchase Price of Acquired Properties Upon acquisition of real properties, the Partnership records them in the financial statements at cost.

  • Allocation of Purchase Price of Acquired Properties Upon acquisition of real properties, the Company records them in the financial statements at cost.

  • Allocation of Purchase Price for Units A Holder who acquires Units pursuant to this Offering will be required to allocate the purchase price of each Unit between the Unit Share and the one-half of one Unit Warrant on a reasonable basis in order to determine their respective costs for purposes of the Tax Act.

  • Purchaser and Seller agree that the purchase price is allocated for the purposes of Section 1060 of the Internal Revenue Code 1986, as amended, in accordance with the value set forth for each class of asset and for each corporation, as listed on the attached EXHIBIT "A" ("Allocation of Purchase Price").

  • All members must be tenured or tenure-track faculty at Rice; two members, including the Thesis Advisor, must be from the Department of Earth Science.

  • The cash balance of the Purchase Price shall be payable by wire transfer of Good Funds to Escrow Holder at least two (2) business days prior to the Closing Date, but will not be delivered to Sellers prior to the Closing Date and Closing subject to Article 13 hereof.Section 4.3. Allocation of Purchase Price.

  • PURCHASE PRICE 20 3.1. Purchase Price 20 3.2. Determination of Adjustment Amount and Purchase Price 21 3.3. Allocation of Purchase Price 23 3.4. Proration 23 ARTICLE IV.

  • The Purchase Price will be allocated as specified in Schedule 7 - Allocation of Purchase Price, to be completed at Closing (“Allocation”).

  • The Allocation of Purchase Price Schedule attached hereto as Schedule C sets forth the preliminary allocation of the Purchase Price among the Company’s assets (the “Preliminary Allocation”).

  • Purchaser and Sellers agree not to assert, in connection with any Tax Return, audit or similar proceeding, any allocation of the Purchase Price that differs from the allocation set forth on the Allocation of Purchase Price Schedule herein.


More Definitions of Allocation of Purchase Price

Allocation of Purchase Price shall have the meaning set forth in Sections 6.18 and 7.8 herein.
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Allocation of Purchase Price has the meaning specified in Section 7.2(j)(i) .
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Related to Allocation of Purchase Price

  • Purchase Price Adjustment has the meaning set forth in Section 2.6.

  • Purchase Price Adjustment Escrow Amount means $500,000.

  • Purchase Price Allocation has the meaning set forth in Section 2.6(a).

  • Cash Purchase Price has the meaning set forth in Section 2.1(b).

  • the Purchase Price means the price to be paid by the Buyer to the Seller for the purchase of the Property;

  • Unit Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Stock Purchase Price has the meaning set forth in Section 2 of the Subscription Agreement.

  • Share Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

  • Base Purchase Price has the meaning set forth in Section 2.2.

  • Purchase Price has the meaning set forth in Section 2.2.

  • VWAP Purchase Price means the lesser of (i) the Closing Sale Price on the VWAP Purchase Date; or (ii) ninety-seven percent (97%) of volume weighted average price for the Common Stock traded on the Principal Market during normal trading hours on (A) the VWAP Purchase Date if the aggregate shares traded on the Principal Market on the VWAP Purchase Date have not exceeded the VWAP Purchase Share Volume Maximum and the Sale Price of Common Stock has not fallen below the VWAP Minimum Price Threshold (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), or (B) the portion of the VWAP Purchase Date until such time as the sooner to occur of (1) the time at which the aggregate shares traded on the Principal Market has exceeded the VWAP Purchase Share Volume Maximum, or (2) the time at which the Sale Price of Common Stock falls below the VWAP Minimum Price Threshold (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).

  • Aggregate Purchase Price has the meaning set forth in Section 1.1.

  • Option Purchase Price has the meaning set forth in Section 9.36(b) hereof.

  • Purchase Price Allocation Schedule has the meaning set forth in Section 5.11(f)(ii).

  • Loan Purchase Price With respect to any Home Equity Loan purchased from the Trust on or prior to a Monthly Remittance Date pursuant to Section 3.04, 3.06(b) or 8.10(b) hereof, an amount equal to the outstanding principal balance of such Home Equity Loan as of the date of purchase (assuming that the Monthly Remittance Amount remitted by the Servicer on such Monthly Remittance Date has already been remitted), plus all accrued and unpaid interest on such Home Equity Loan at the Coupon Rate to but not including the date of such purchase together with (without duplication) the aggregate amounts of (i) all unreimbursed Delinquency Advances and Servicing Advances theretofore made with respect to such Home Equity Loan, (ii) all Delinquency Advances which the Servicer has theretofore failed to remit with respect to such Home Equity Loan, (iii) all reimbursed Delinquency Advances and Servicing Advances to the extent that reimbursement is not made from the Mortgagor and (iv) any costs and damages incurred by the Trust in connection with any violation by the Home Equity Loan of any predatory or abusive lending law.

  • Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.

  • Adjustment Escrow Amount means $1,000,000.

  • Maximum Purchase Price has the meaning assigned to the term in the Pricing Side Letter.

  • Per Unit Purchase Price equals $2.125, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

  • Final Adjustment Amount has the meaning set forth in Section 2.4(c).

  • Net Purchase Price has the meaning set forth in Section 2.1.

  • Adjustment Amount For any Distribution Date, the difference between (A) the sum of the Class A Principal Balance and the Class B Principal Balance as of the related Determination Date and (B) the sum of (i) the sum of the Class A Principal Balance and the Class B Principal Balance as of the Determination Date succeeding such Distribution Date and (ii) the aggregate amount that would have been distributed to all Classes as principal in accordance with Section 4.01(a) for such Distribution Date without regard to the provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal Principal Amount.

  • Deferred Purchase Price shall have the meaning set forth in Section 2(a).

  • Purchase Price Credit has the meaning set forth in Section 1.3 of the Agreement.

  • Total Consideration means, with respect to any Acquisition, all cash and non-cash consideration, including the amount of Indebtedness assumed by the buyer and the amount of Indebtedness evidenced by notes issued by the buyer to the seller, the maximum amount payable in connection with any deferred purchase price obligation (including any Earn-Out Obligation) and the value of any Capital Stock of any Loan Party issued to the seller in connection with such Acquisition.