Allocation of Merger Consideration. The parties agree that they will not take a position on any income tax return, before any governmental agency charged with the collection of any income tax, or in any judicial proceeding that is in any way inconsistent with the allocation (if any) of the Merger Consideration made by UniCapital following the Closing.
Allocation of Merger Consideration. DPII shall provide to Axys on or before the date that is 150 days after the Closing Date, a proposed allocation of the Merger Consideration for the deemed sale of assets resulting from the making of the Section 338(h)(10) Election, setting forth the estimated fair market values of the assets of the Company. Axys and DPII shall agree upon a final allocation of such consideration (the "Final Allocation") on or before the date that is 180 days after the Closing Date. Axys and DPII shall cooperate in developing the Final Allocation, and any dispute with respect thereto shall be resolved pursuant to Section 9.11. The parties agree that, for the purposes of calculating the Final Allocation, the value of the DPII Common Stock shall be deemed to be $8.00 per share.
Allocation of Merger Consideration. The allocation of the Merger Consideration by Securityholders, if desired, is set forth in Exhibit 2.3.
Allocation of Merger Consideration. At the Closing, the Companies shall deliver to Parent a spreadsheet setting forth the final calculation of the portions of the Merger Consideration that are payable to the Company Stockholder upon the consummation of the Mergers or the expiration of the Holdback Period pursuant to the terms of this Agreement, including Sections 2.1, 2.2 and 2.8 (the “Consideration Spreadsheet”). No fraction of a share of Parent Common Stock or Parent Preferred Stock shall be issued by virtue of any Merger.
Allocation of Merger Consideration. The Parties agree to cooperate in good faith to agree upon an allocation of the Merger Consideration, as finally determined pursuant to Section 2.2, and such other consideration required to be taken into account, and as may be required to be adjusted to take into account the treatment of the Escrow Cash as the property of the Buyer Parties for U.S. federal income tax purposes, among the Acquired Assets in accordance with this Section 2.8 and Sections 755 and 1060 of the Code and the Treasury Regulations thereunder. On or prior to the date that is 90 days after the determination of the Final Closing Date Balance Sheets, the Final Net Working Capital and the Final CapEx Reimbursement Amount in accordance with Section 3.2(b) and taking into account any adjustments to the Merger Consideration pursuant to Section 3.2, the Buyer Parties shall prepare a schedule allocating the Merger Consideration (subject to such adjustments and any further adjustments required to be taken into account to reflect the treatment of the Escrow Cash as the property of the Buyer Parties) and other amounts paid by the Buyer Parties to the Seller Parties among the Acquired Assets, including the covenant in Section 8.5, in accordance with this Section 2.8 and Sections 755 and 1060 of the Code and the Treasury Regulations thereunder (the “Asset Allocation”). Within 30 days after the receipt of the Asset Allocation, the Agent shall provide written notice to the Buyer Parties of any changes to the Asset Allocation or otherwise shall be deemed to have agreed with the Asset Allocation. If the Agent proposed changes to the Asset Allocation and the Agent and the Buyer Parties cannot agree upon a revised Asset Allocation within 30 days following the Agent’s written notice, then the Buyer Parties shall engage the Independent Accountant to resolve such dispute. The Independent Accountant shall review the disputed matters and as promptly as practicable deliver to the Buyer Parties and the Agent a statement setting forth its determination as to the proper treatment of the matters in dispute, and such determination shall constitute the final Asset Allocation and shall be final and binding upon the Parties without any further right of appeal. All charges of the Independent Accountant and other expenses directly incurred in making such determination shall be borne by the Party against whom the majority of items were determined (based on amounts in dispute). If, subsequent to the Closing, there occurs ...
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Allocation of Merger Consideration. The allocation of the Merger Consideration among the Company Securityholders contemplated by this Agreement is, and the allocation which will be set forth on the Consideration Allocation Certificate will be, in accordance with the requirements of the Company’s certificate of incorporation, applicable Law and any applicable agreements to which the Company is a party.
Allocation of Merger Consideration. No later than three (3) Business Days prior to Closing, Parent and Company shall mutually agree upon the allocation of the Merger Consideration among each Merger and Asset Transfer.
Allocation of Merger Consideration. Within 90 days following execution of this Agreement, but in no event later than the Closing, the parties hereto, acting reasonably, shall agree upon the allocation of the Merger Consideration (including, for the avoidance of doubt, any amount payable pursuant to Section 2.9(d) and any Series A Escrow Shares released from escrow in respect of a Capex Shortfall Amount pursuant to Section 2.10, as applicable) between Westway Terminal and Westway Feed for all purposes. To the extent that interest accrues or a price adjustment occurs following the final determination of the Final Merger Adjustment Amount, the parties hereto shall promptly make appropriate adjustments to such allocations, and such changed allocations shall then be the allocation that each party uses for all purposes, including the filing of any Tax Returns. No party to this Agreement may take any action that would call into question the bona fides of such final allocation.
Allocation of Merger Consideration. (a) As soon as practicable after the Closing, Parent shall deliver to the Member Representative a statement (the “Allocation Statement”), allocating the Aggregate Merger Consideration (plus assumed liabilities, to the extent properly taken into account under Section 1060 of the Code) among the assets of the Company in accordance with Section 1060 of the Code. If within ten days after the delivery of the Allocation Statement the Member Representative notifies Parent in writing that the Member Representative objects to the allocation set forth in the Allocation Statement, Parent and the Member Representative shall use commercially reasonable efforts to resolve such dispute within 20 days. In the event that Parent and the Member Representative are unable to resolve such dispute within 20 days, Parent and the Member Representative shall jointly retain accounting firm of good repute (the “Accounting Referee”) to resolve the disputed items. Upon resolution of the disputed items, the allocation reflected on the Allocation Statement shall be adjusted to reflect such resolution. The costs, fees and expenses of the Accounting Referee shall be borne equally by Parent and the Member Representative.
