Initial Allocation Schedule definition
Examples of Initial Allocation Schedule in a sentence
If the Seller raises any objections within the Objection Period to the Initial Allocation Schedule, the Buyer and the Seller shall negotiate in good faith to resolve any differences with respect to the Initial Allocation Schedule within 30 calendar days after the Seller provides written notice of such objections.
Except as provided in Section 2.6(b) or Section 2.6(c) below, at the close of business on the 60th calendar day after the delivery of the Initial Allocation Schedule, the Initial Allocation Schedule shall become binding upon each of the Buyer (and its Affiliates) and the Seller (and its Affiliates) and shall be the final allocation schedule (the “Final Allocation Schedule”).
The Initial Allocation Schedule shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury regulations pursuant thereto or any successor provision.
No later than ninety (90) days following the Closing Date, the Seller shall prepare a proposed allocation schedule (the “Initial Allocation Schedule”) and provide such Initial Allocation Schedule to the Buyer.
The Seller and the Buyer shall seek in good faith for thirty (30) days thereafter to resolve any disagreements between them with respect to the Initial Allocation Schedule.
The Buyer shall have the right, for thirty (30) days after such delivery, to review and object to the Initial Allocation Schedule.
If Seller provides such notice, neither party shall be bound by the Initial Allocation Schedule or the Tentative Final Allocation Schedule and Buyer and Seller shall cooperate in good faith to resolve such dispute and agree upon an allocation schedule, which shall be the Final Allocation Schedule.
If the Buyer and the Seller reach written agreement amending the Initial Allocation Schedule within such 30-day period, the Initial Allocation Schedule, as so amended, shall become binding upon the Buyer (and its Affiliates) and the Seller (and its Affiliates) and shall be the Final Allocation Schedule.
Section 2.2(b) of the Surge Disclosure Schedule is intended to be an initial allocation schedule, with the Initial Allocation Schedule being an update thereto and the Final Allocation Schedule being the final thereof.
The Initial Allocation Schedule attached hereto as Exhibit B sets forth a summary of the allocation (estimated as of the date hereof) of the amounts payable at the Closing to the Company Equityholders.