Asset Allocation Schedule definition
Examples of Asset Allocation Schedule in a sentence
The Asset Allocation Schedule (and any adjustments thereto) shall be prepared in accordance with the rules under Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”).
If any changes are required to be made to these forms or schedules (including the Section 338 Asset Allocation Schedule) as a result of information that first becomes available after the Closing Date, the parties shall promptly and in good faith reach an agreement as to the precise changes required to be made.
Unless Goodyear timely objects within the Response Period, the Asset Allocation Schedule delivered by SRI shall be binding on the Parties without further adjustment, absent manifest error.
Following the Closing, Purchaser and Parent and their respective Affiliates, in connection with their respective U.S. federal, state and local income Tax Returns and other filings (including Internal Revenue Service Form 8594), shall not (and shall cause their Affiliates not to) take any position inconsistent with the allocations set forth on Schedule 4.5(a), Schedule 4.5(b), the Asset Allocation Schedule (as such schedules may be adjusted as contemplated in this Section 4.5(e)) or Schedule 4.5(d).
If within thirty (30) days of receipt of the Asset Allocation Schedule, the Parent notifies Purchaser in writing that Parent objects to one or more items reflected in the Asset Allocation Schedule, Parent and Purchaser shall negotiate in good faith to resolve such dispute.
In this regard, the parties agree that, to the extent required, they will each properly and timely file Form 8594 in accordance with Code §1060 and the regulations thereunder in accordance with, if agreed to by the parties, the Asset Allocation Schedule.
If Buyer and PKI disagree on any aspects of the proposed Allocation Schedule or proposed Asset Allocation Schedule, Buyer and PKI shall use reasonable efforts to resolve in good faith any such disagreements as soon as reasonably practicable.
Goodyear shall have a period of thirty (30) days after the delivery of the Asset Allocation Schedule (the “Response Period”) to present in writing to SRI notice of any objections that Goodyear may have to the allocations set forth therein (an “Objections Notice”).
To the extent that the Sellers object to any of the items on the Asset Allocation Schedule, the Sellers and the Purchasers shall resolve such disputed items in good faith.
Each of the Sellers and the Purchasers shall file all Tax Returns (including Internal Revenue Service Form 8883) and information reports in a manner consistent with the Asset Allocation Schedule, and shall take no position inconsistent with the Asset Allocation Schedule.