Consideration Allocation definition

Consideration Allocation has the meaning set forth in Section 2.6(b).
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Consideration Allocation shall have the meaning specified in Section 10.4.
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Consideration Allocation means the amount listed in Paragraph 2 below that is in turn allocated to the Breaching Physician as provided in Paragraph 3 below. Such obligation to pay the Liquidated Damages shall be a joint and several liability of the Practice and the Breaching Physicians.
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Examples of Consideration Allocation in a sentence

  • The Allocation and the Consideration Allocation shall be binding on the Buyer, the Company, the Sellers, and their affiliates and none of them will take any position on any tax return or with any taxing authority or otherwise that is inconsistent this Section 5.1(c), unless required to do so pursuant to a final “determination” as defined in Code Section 1313(a) (or corresponding provision of state, local, or foreign law).

  • Additionally, each outstanding RDD stock option will be converted into and become an option exercisable for Company Shares with the number and exercise price adjusted in a manner consistent with the Consideration Allocation.

  • In the event the Parties are unable to finalize the Purchase Consideration Allocation prior to the Closing then the Parties shall attempt to finalize the Purchase Consideration Allocation within sixty (60) days after the Closing Date, provided, however, the Parties shall not be obligated to reach an agreement.

  • If an agreement is reached, the Parties shall treat and report (and, if necessary, to cause each of their respective Affiliates to so treat and report) the sale and purchase of the Purchased Assets for all federal, state and local Tax purposes in a manner consistent with the agreed Purchase Consideration Allocation and shall not take any position on their respective Tax Returns that is inconsistent with such Purchase Consideration Allocation.

  • In no event shall Parent be required to transfer the Merger Consideration unless and until the Merger Consideration Allocation Certificate has been executed and delivered by the Company and approved by Parent.

  • Other than the Transaction Expenses that will be due to the entities or individuals as set forth in the Consideration Allocation Certificate, there are no other Transaction Expenses.

  • Each Selling Shareholder has reviewed the Estimated Consideration Allocation Chart and confirms that it agrees with the calculations set forth therein as such calculations relate to the consideration to be received by such Selling Shareholder pursuant to this Agreement.

  • The Merger Consideration Allocation Certificate shall be deemed to be a representation and warranty of the Company hereunder.

  • The Aggregate Consideration Allocation Schedule is true, accurate and complete.

  • Any post-Closing adjustments with respect to the consideration for the Contributed Assets shall be treated as adjustments to the Consideration Allocation, which shall be made in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (and any similar provision of state, local or foreign Law, as appropriate).


More Definitions of Consideration Allocation

Consideration Allocation shall have the meaning set forth in Section 10(a)(v).
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Consideration Allocation means the allocation of the Transaction Consideration specified in Annex 24.
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Consideration Allocation will have the meaning ascribed to such term in Section 4(c) .
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Related to Consideration Allocation

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

  • Asset Allocation The following single issuer limits shall apply on a market value basis, with exception of Money-Market funds and US Government guaranteed securities, which may be held without limit:

  • Taxable Allocation means, with respect to any Series, the allocation of any net capital gains or other income taxable for federal income tax purposes to a dividend paid in respect of such Series.

  • Tax Allocations means the allocations set forth in paragraph 4 of Exhibit B.

  • Allocation shall have the meaning set forth in Section 2.7.

  • Final Allocation has the meaning set forth in Section 2.3.

  • Initial Allocation means the conditional setting aside by MBOH of HCs from a particular year’s federal LIHTC allocation to the state for purposes of later Carryover Commitment and/or Final Allocation to a particular Project, as documented by and subject to the requirements and conditions set forth in a written Reservation Agreement, the Applicable QAP and federal law.

  • Class B Fixed Allocation means, with respect to any Monthly Period following the Revolving Period, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, the numerator of which is the Class B Investor Interest as of the close of business on the last day of the Revolving Period and the denominator of which is equal to the Investor Interest as of the close of business on the last day of the Revolving Period.

  • Required Allocations means (a) any limitation imposed on any allocation of Net Losses or Net Termination Losses under Section 6.1(b) or 6.1(c)(ii) and (b) any allocation of an item of income, gain, loss or deduction pursuant to Section 6.1(d)(i), 6.1(d)(ii), 6.1(d)(iv), 6.1(d)(vii) or 6.1(d)(ix).

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

  • Final Adjustment Amount shall have the meaning set forth in Section 2.5(e).

  • Purchase Price Adjustment Escrow Amount means $3,000,000.

  • Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).

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

  • Post-Closing Adjustment Amount has the meaning set forth in Section 2.2(a).

  • Agreed Allocation means any allocation, other than a Required Allocation, of an item of income, gain, loss or deduction pursuant to the provisions of Section 6.1, including a Curative Allocation (if appropriate to the context in which the term “Agreed Allocation” is used).

  • Tax Allocation Agreement means the Tax Allocation Agreement between Corporation and New D&B.

  • Percentage Allocation is defined in Section 4.3(b)(ii)(y).

  • Allocation Area means that part of a redevelopment project area to which an allocation provision of a resolution adopted under section 8 of this chapter refers for purposes of distribution and allocation of property taxes.

  • Allocation Period means (a) the period commencing on February 10, 2016 and ending on December 31, 2016, (b) any subsequent period commencing on January 1 and ending on the following December 31, or (c) any portion of the period described in clause (a) or (b) for which the Partnership is required to allocate Net Profits, Net Losses, and other items of Partnership income, gain, loss or deduction pursuant to ARTICLE IV.

  • Class B Floating Allocation means, with respect to any Monthly Period, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, the numerator of which is the Class B Adjusted Investor Interest as of the close of business on the last day of the preceding Monthly Period and the denominator of which is equal to the Adjusted Investor Interest as of the close of business on such day; provided, however, that, with respect to the first Monthly Period, the Class B Floating Allocation shall mean the percentage equivalent of a fraction, the numerator of which is the Class B Initial Investor Interest and the denominator of which is the Initial Investor Interest.

  • Curative Allocation means any allocation of an item of income, gain, deduction, loss or credit pursuant to the provisions of Section 6.1(d)(xi).