Allocation of Consideration Sample Clauses

Allocation of Consideration. (i) Subject to Section 2.2(d)(ii), the aggregate consideration payable to the Participating Holders and the selling Holder shall be allocated based on the number of shares of Capital Stock sold to the Prospective Transferee by each Participating Holder and the selling Holder as provided in Section 2.2(b), provided that if a Participating Holder 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 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 Holders and the selling 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 Holder(s) and selling Holder(s) 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 Holder(s) and selling Holder(s) 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. 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. 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. (a) The contribution of the Contributed Interests shall be treated for Tax purposes as the contribution of the assets of the Contributed Entities and no party hereto or any Affiliate thereof shall take any position inconsistent with such treatment. The Parties intend that the contribution of the assets of the Contributed Entities and the transfer at Closing of certain assets pursuant to the Requirements Contract (the “Requirements Contract Assets”) made by the Company in exchange for the consideration delivered pursuant to Section 2.3 and the consideration delivered at Closing pursuant to the Requirements Contract shall be treated for U.S. federal, and applicable state and local, income tax purposes as an exchange described in Section 721(a) of the Code to the extent the cash delivered by USAC pursuant to the Requirements Contract to the Company does not exceed the amount of capital expenditures described in Treasury Regulation Section 1.707-4(d). If the cash distributed by USAC to the Company exceeds the amount of capital expenditures described in Treasury Regulation Section 1.707-4(d), then the contribution of the assets of the Contributed Entities and the Requirements Contract Assets in exchange for the consideration delivered pursuant to Section 2.3 and the consideration delivered pursuant to the Requirements Contract will be treated in part as an exchange described in Section 721(a) of the Code and in part as a disguised sale transaction described in Section 707(a)(2)(B) of the Code (a “Disguised Sale”). (b) The Parties agree that, for all Tax purposes, including for purposes of allocating (i) the consideration that is properly considered to have been received by the Company in such Disguised Sale among the portion of assets of the Contributed Entities and the Requirements Contract Assets that are treated as sold in such Disguised Sale and (ii) the fair market value of the assets of the Contributed Entities and the Requirements Contract Assets that are treated as contributed to USAC under Section 721(a) of the Code, the agreed fair market value of the assets of the Contributed Entities and the Requirements Contract Assets will be mutually agreed upon and allocated by the Company and USAC prior to the Closing, all in accordance with the principles of Sections 707 and 1060 of the Code and the Treasury Regulations promulgated thereunder. (c) Each of the Company, USAC and their respective Affiliates shall file all Tax Returns in a manner consistent with t...

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. The Parties intend that the acquisition of the Shares and the Purchased Assets be treated as a taxable transaction for Tax purposes. Within ninety (90) days after the Closing Working Capital has been determined in accordance with Section 2.3(c) or (d), Purchaser shall deliver to SCT a schedule containing a preliminary allocation (the "Preliminary Allocation Schedule") of the consideration paid for the Shares and the Purchased Assets, together with the Assumed Liabilities (the "Allocable Consideration"). Within thirty (30) days after receipt of the Preliminary Allocation Schedule, SCT shall notify Purchaser of any objections that SCT may have, which notification shall include any proposed modifications. Failure to so notify Purchaser of any objection shall constitute SCT's acceptance of the Preliminary Allocation Schedule, which shall thereupon become final and binding on the Parties. If SCT notifies Purchaser of any objections, and SCT and Purchaser are able to resolve their differences within fifteen (15) days after Purchaser's receipt of SCT's notification, then such resolution shall become final and binding on the Parties. If SCT and Purchaser are unable to resolve their differences within such period, the matter shall be referred for arbitration to the Accounting Arbitrator, the fees and expenses of which shall be borne equally by SCT and Purchaser. The Accounting Arbitrator's determination of a final allocation shall be final and binding on the Parties. A Preliminary Allocation Schedule that becomes final and binding on the Parties shall be referred to as the "Allocation Schedule." The allocation set forth in the Allocation Schedule shall comply with the rules of Section 1060 of the Code and the Treasury regulations promulgated thereunder. Purchaser and the Sellers agree to be bound by the allocation set forth in the Allocation Schedule for all purposes of Tax reporting, including the filing of applicable forms of the Internal Revenue Service ("IRS Forms"). The Parties agree that the Allocation Schedule shall include an allocation by state where necessary to calculate applicable state sales or transfer taxes applicable to the transactions contemplated hereby, if any.

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. 19 2.9 Prorations..................................................20

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.