Taxable Consideration means, in relation to the individual in question, the individual's proportionate share of the Estimated Adjusted Consideration plus their proportionate share of the Escrow Amount plus, in the case of the Option Sellers only, the Company's best estimate (which shall be reasonably satisfactory to the Buyer) of the market value, as at Completion, of the Option Seller's right to share in the Earn-Out Amount);
To the extent any portion of the consideration is taxable, such amount (the Taxable Consideration) shall be allocated among the Assets in accordance with Section 1060 of the Code and the Treasury regulations promulgated thereunder (and any similar provision of state, local or foreign law, as appropriate) (the Allocation).
Taxable Consideration * The fact that gains from sales of Shares may be taxable to Shareholders under the laws of the United States, the Netherlands, or any other jurisdiction, as applicable.
Within 20 business days following receipt of such description, Advance/Newhouse shall deliver a written notice (the "Election Notice") to TWE specifying whether it elects to receive Tax Deferred Consideration or Taxable Consideration in satisfaction of the Advance/Newhouse Common Put Price.
If such consideration is Taxable Consideration, it shall consist of cash or Qualified Assets (as defined below) or any combination thereof, as determined by TWE.