Purchase Consideration Allocation definition

Purchase Consideration Allocation has the meaning set forth in Section 8.2.
Sample 1Sample 2
Purchase Consideration Allocation is defined in Section 1.6(d). “Purchaser” is defined in the preamble to this Agreement. “Purchaser Documents” is defined in Section 5.2.
Sample 1

Examples of Purchase Consideration Allocation in a sentence

  • 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.

  • The Parties recognize that the Purchase Consideration Allocation shall not include Purchasers’ acquisition expenses and that Purchasers will allocate such expenses appropriately.

  • Seller and the Purchaser shall prepare Internal Revenue Service Form 8594 for the taxable year that includes the Closing Date in accordance with the requirements of Section 1060 of the Code and the Purchase Consideration Allocation, and shall timely file or cause to be timely filed with the IRS such Form 8594.

  • Seller and the Purchaser shall give prompt notice to each other of the commencement of any Tax Proceeding or the assertion of any proposed deficiency or adjustment by any Tax Authority that challenges the Purchase Consideration Allocation.

  • Without limiting the generality of the preceding sentence, the Purchase Consideration Allocation will be reflected in Form 8594 that will be filed by Sellers and Purchasers in accordance with Section 1060 of the Code and in any other filings under the Code.

  • The Parties recognize that the Purchase Consideration Allocation shall not include Purchaser’s acquisition expenses and that Purchaser will allocate such expenses appropriately.

  • Following receipt of the proposed Purchase Consideration Allocation, Purchaser and Seller shall work in good faith to agree on the final Purchase Consideration Allocation.

  • Without limiting the generality of the preceding sentence, the Purchase Consideration Allocation will be reflected in Form 8594 that will be filed by Seller and Purchaser in accordance with Section 1060 of the Code and in any other filings under the Code.

  • The Purchaser shall advise Seller in writing of the proposed Purchase Consideration Allocation within thirty (30) days after the Final Closing Working Capital is determined and the foregoing independent third party valuation is completed.

Related to Purchase Consideration Allocation

  • 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 $500,000,000, your Sale Bonus would be $500,000. The Sale Bonus shall be paid to you within three (3) months of the completion of the Sale.

  • Base Consideration has the meaning set forth in Section 1.2.

  • Sale Consideration means the value of the H-1 Bid and accepted and approved by BSNL for the Said Land Parcel in its Acceptance Letter.

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

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

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

  • Earnout Consideration has the meaning specified in Section 2.08(a).

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Earn-Out Consideration is defined in Section 2.5(c).

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

  • Total Consideration means the total amount (but without duplication) of (a) cash paid in connection with any Acquisition, plus (b) Indebtedness for borrowed money payable to the seller in connection with such Acquisition, plus (c) the fair market value of any equity securities, including any warrants or options therefor, delivered to the seller in connection with any Acquisition, plus (d) the amount of Indebtedness assumed in connection with any Acquisition.

  • Cash Consideration has the meaning set forth in Section 2.2.

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

  • Cash Amount means an amount of cash equal to the Value on the Valuation Date of the Shares Amount.

  • 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.

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

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

  • Contract Consideration has the meaning set forth in the definition of “Excess Cash Flow.”

  • Aggregate Consideration has the meaning set forth in Section 11.6(C).

  • Purchase Price Adjustment shall have the meaning specified in Section 3.02.

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

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

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

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

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • 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 Disposition that is so designated as Designated Noncash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation.