Allocation of Consideration Sample Clauses

Allocation of Consideration. (i) Subject to Subsection 2.2(d)(ii), the aggregate consideration payable to the Participating Investors and the selling Key Holder shall be allocated based on the number of shares of Capital Stock sold to the Prospective Transferee by each Participating Investor and the selling Key Holder as provided in Subsection 2.2(b), provided that if a Participating Investor wishes to sell Preferred Stock, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion ratio of the Preferred Stock into Common Stock. (ii) In the event that the Proposed Key Holder Transfer constitutes a Change of Control, the terms of the Purchase and Sale Agreement shall provide that the aggregate consideration from such transfer shall be allocated to the Participating Investors and the selling Key Holder in accordance with Sections 2.1 and 2.2 of Article IV(B) of the Restated Certificate and, if applicable, the next sentence as if (A) such transfer were a Deemed Liquidation Event (as defined in the Restated Certificate), and (B) the Capital Stock sold in accordance with the Purchase and Sale Agreement were the only Capital Stock outstanding. In the event that a portion of the aggregate consideration payable to the Participating Investor(s) and selling Key Holder is placed into escrow and/or is payable only upon satisfaction of contingencies, the Purchase and Sale Agreement shall provide that (x) the portion of such consideration that is not placed in escrow and is not subject to contingencies (the “Initial Consideration”) shall be allocated in accordance with Sections 2.1 and 2.2 of Article IV(B) of the Restated Certificate as if the Initial Consideration were the only consideration payable in connection with such transfer, and (y) any additional consideration which becomes payable to the Participating Investor(s) and selling Key Holder upon release from escrow or satisfaction of such contingencies shall be allocated in accordance with Sections 2.1 and 2.2 of Article IV(B) of the Restated Certificate after taking into account the previous payment of the Initial Consideration as part of the same transfer.

Allocation of Consideration. 20 2.9 Prorations......................................................20

Allocation of Consideration. Purchaser shall allocate the Purchase Price (including the Assumed Liabilities, to the extent properly taken into account under Section 1060 of the Code) among the Purchased Assets, the transitional license provided in Section 2.3.4 and the covenant provided in Section 6.14 in accordance with Section 1060 of the Code (and any similar provision of state, local or foreign law, as appropriate) (the “Allocation”) prior to or within ninety (90) days following the Closing and shall deliver to Seller a copy of such Allocation (IRS Form 8594) promptly after such determination. Seller shall have the right to review and raise any objections in writing to the Allocation during the ten (10)-day period after its receipt thereof. If Seller disagrees with respect to any item in the Allocation, the Parties shall negotiate in good faith to resolve the dispute. If the Parties are unable to agree on the Allocation within thirty (30) days after the commencement of such good faith negotiations (or such longer period as Seller and Purchaser may mutually agree in writing), then the Accountants shall be engaged at that time to review the Allocation, and shall make a determination as to the resolution of such Allocation. The determination of the Accountants regarding the Allocation shall be delivered as soon as practicable following engagement of the Accountants, but in no event more than sixty (60) days thereafter, and shall be final, conclusive and binding upon Seller and Purchaser, and Purchaser shall revise the Allocation accordingly. Seller, on the one hand, and Purchaser on the other hand, shall each pay one-half of the cost of the Accountants. The Parties agree to file all Tax Returns (including IRS Form 8594 and, if required, supplemental Forms 8594, in accordance with the instructions to Form 8594) and any other forms, reports or information statements required to be filed pursuant to Section 1060 of the Code and the applicable regulations thereunder, and any similar or corresponding provision of U.S. state, local or non-U.S. Tax Law, in a manner that is consistent with the finalized Allocation and to refrain from taking any position inconsistent therewith unless required by applicable Law or a final determination of a taxing authority.

Allocation of Consideration. The aggregate consideration payable to the Participating Investors and the Transferring Investor shall be allocated based on the number of shares of Capital Stock sold to the Prospective Transferee by each Participating Investor and the Transferring Investor.

Allocation of Consideration. The consideration payable by Buyer under --------------------------- this Agreement will be allocated among the Assets as set forth in a schedule to be prepared not later than 180 days after the Closing Date (or April 1 of the year following the Closing Date if earlier) by an independent appraiser with significant experience in the cable television industry. Such appraiser will be selected by the mutual agreement of Buyer and Seller within 30 days after the date of this Agreement, and the fees of such appraiser will be shared equally by Buyer and Seller. Buyer and Seller agree to be bound by the allocation and will not take any position inconsistent with such allocation and will file all returns and reports with respect to the transactions contemplated by this Agreement, including all federal, state and local Tax returns, on the basis of such allocation.

Allocation of Consideration. (i) Within thirty (30) days after the Closing Date, Buyer shall prepare and deliver to Seller an allocation schedule (the “Allocation Schedule”) setting forth Buyer’s valuation of the Consideration and Buyer’s allocation to the Purchased Assets and other consideration, rights and covenants pursuant to the Transaction Documents of the total consideration deemed paid by Buyer pursuant to this Agreement (the “Tax Consideration”), including the Consideration (as so valued pursuant to the Allocation Schedule), the Assumed Liabilities and all other relevant items that are properly includible in determining the amount paid by Buyer for such Purchased Assets for U.S. federal income Tax purposes. (ii) If Seller does not deliver a written objection within the ten (10) Business Day period following the date of delivery by Buyer of an Allocation Schedule to Seller, then effective as of the close of business on such 10th Business Day (or upon the earlier delivery of notice by Seller to Buyer that Seller has accepted such allocation schedule), such Allocation Schedule shall be deemed to be accepted and agreed to by all Parties, and all Parties shall (except as otherwise required pursuant to a final determination (as defined in Section 1313 of the Code)) prepare and file all tax returns and reports in a manner which is consistent with such Allocation Schedule. If Seller does deliver such a written objection within such ten (10) Business Day period, then Buyer and Seller agree to negotiate in good faith to resolve any disputes over the Allocation Schedule and to attempt to resolve any differences between them, and, in the event that Buyer and Seller are able to resolve such differences on or before the expiration of the 30th calendar day following the close of such ten (10) Business Day period, such Allocation Schedule, as agreed to by the Parties pursuant to such negotiations, shall be considered final and all Parties shall (except as otherwise required pursuant to a final determination (as defined in Section 1313 of the Code)) prepare and file all tax returns and reports in a manner which is consistent with such final Allocation Schedule; provided, however, if Buyer and Seller are not able to resolve all such disputes within such 30 calendar day period, Buyer and Seller shall each prepare and file their own tax returns and reports according to their own Allocation Schedules, provided that such allocation schedule is reasonable and in accordance with applicable laws, rul...

Allocation of Consideration. In connection with the Section 338(h)(10) Elections, Holdings and Buyer shall act together in good faith to determine and agree upon: (i) the amount of the "adjusted grossed-up basis" (the "AGUB") of the APC Shares and the shares of each of the Electing Subsidiaries (within the meaning of Treasury Regulations Section 1.338(b)-1(c)) and (ii) the proper allocations (the "Allocations") of the AGUB of the APC Shares among the assets of APC, and the AGUB of the shares of the APC Electing Subsidiaries among the assets of the APC Electing Subsidiaries, including, without limitation, intangibles, in accordance with the IRC and the Treasury Regulations promulgated thereunder. Unless otherwise agreed by the parties, the AGUB of the APC Shares, allocated to the APC Electing Subsidiaries shall be allocated among the APC Electing Subsidiaries based on their 1998 operating revenue. For this purpose, the operating revenues shall be the sum of commissions, fees and contingent payments less outside brokers' expenses, as reflected on the unaudited consolidated income statements of APC and its Subsidiaries included in the Seller Disclosure Letter. Notwithstanding the foregoing, the calculations of the AGUB and the Allocations which the parties shall agree upon pursuant to this Section shall not include the respective investment banking, legal, accounting and other fees or costs incurred by each of Buyer and Sellers as a result of the transactions contemplated by this Agreement ("Transaction Costs"). Holdings and each APC Electing Subsidiary will calculate the gain or loss, if any, resulting from the Section 338(h)(10) Elections in a manner consistent with the Allocations and the amount of the APC Electing Subsidiary AGUB and will not take any position inconsistent with the Section 338(h)(10) Elections, the Allocations or the amount of the AGUB in any Tax Return or otherwise, except as otherwise required by any final determination of a proposed adjustment by a taxing authority; provided, however, that Holdings will be entitled to take into account its Transaction Costs when calculating such gain or loss. Buyer will allocate the AGUB of the APC Shares among the assets of APC and the AGUB of the APC Electing Subsidiaries among the assets of the APC Electing Subsidiaries in a manner consistent with the Allocations and will not take any position inconsistent with the Section 338(h)(10) Elections, the Allocations or the amount of the AGUB in any Tax Return or otherwise, except as ...

Allocation of Consideration. (a) The fair market value of the Consideration (as adjusted pursuant to the adjustments contemplated under this Agreement) and the applicable Assumed Liabilities shall be allocated to the Covered Territories and among the Transferred Assets of the relevant Selling Company as of the Initial Closing Date in accordance with a schedule (the “Asset Allocation Schedule”) that is prepared in a manner consistent with Applicable Law, including, as applicable, Section 1060 of the Code and the regulations promulgated thereunder, and in accordance with the procedures of this Section 4.01. (b) Seller and Purchaser shall jointly engage Duff & ▇▇▇▇▇▇, LLC (the “Joint Valuator”) to prepare the Asset Allocation Schedule. In furtherance thereof: (i) each Party shall use commercially reasonable efforts to keep the other Party reasonably informed, including by (A) responding promptly to requests from the other Party for regular updates, (B) inviting the other Party to participate in material conversations with the Joint Valuator and (C) including the other Party in material written communications with the Joint Valuator, in each case relating to the Joint Valuator’s progress in preparing the Asset Allocation Schedule; (ii) each Party shall cooperate with the other Party (and its Representatives) and the Joint Valuator; and (iii) each Party shall use commercially reasonable efforts to provide in a timely manner any information, data and assistance required or requested by the Joint Valuator to properly perform its valuation. (c) Seller and Purchaser shall instruct the Joint Valuator to take into account, in its preparation of the Asset Allocation Schedule, all of the Transaction Agreements and any other arrangements entered into by Seller and its Affiliates, on the one hand, and Purchaser and its Affiliates, on the other hand, in connection with the transactions contemplated by this Agreement. (d) Seller and Purchaser shall each bear one-half of all costs and expenses incurred in connection with the engagement of the Joint Valuator. (e) Seller and Purchaser shall instruct the Joint Valuator to prepare a draft of the Asset Allocation Schedule (the “Draft Schedule”), and to deliver such Draft Schedule, along with the assumptions and calculations supporting such Draft Schedule, a description of the methodology and a detailed breakdown by Covered Territory, to each of them no later than 30 days before the Initial Closing. (f) Seller and Purchaser shall instruct the Joint Valuator ...

Allocation of Consideration. Purchaser and Seller agree that the consideration payable hereunder at the Closing shall be allocated among the Assets, tangible and intangible, on the basis of an allocation (the “Allocation”) to be reasonably determined by Purchaser and Seller in accordance with applicable regulations and the Code. Purchaser and Seller agree (i) to timely file a mutually acceptable appropriate IRS form in accordance with the Allocation and (ii) that the Allocation shall be binding on Purchaser and Seller for all tax reporting purposes, except that either party may change any such report in the event of a dispute with any taxing authority or take any other step to settle or resolve such a dispute.