Revised Allocation Schedule definition
Examples of Revised Allocation Schedule in a sentence
Except to the extent that a contrary position is required by law, Buyer and Seller agree to be bound by the allocation set forth in the Allocation Schedule for all purposes of Tax reporting, including the filing of IRS Form 8594 in accordance with the Allocation Schedule, and the filing of an amended IRS Form 8594 in the event a Revised Allocation Schedule is prepared.
The Revised Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 338 of the Code and the Treasury Regulations thereunder and in accordance with the Appraisal.
Except to the extent otherwise required by Law, each party hereto shall prepare and file all Tax Returns and other statements in a manner consistent with the Allocation Schedule (or the most recent Revised Allocation Schedule, as applicable) and shall not make any materially inconsistent statement or adjustment on any Tax Returns or otherwise during the course of an audit, investigation or other dispute with any Taxing Authority or otherwise.
The Allocation Schedule and each Revised Allocation Schedule shall be subject to a dispute mechanism comparable to the procedure described in Section 3.3 hereof (provided that Sellers’ Representative must provide any objection to the Allocation Schedule or a Revised Allocation Schedule within 30 days of receipt thereof).
The Parties shall negotiate in good faith to reach agreement on the allocation as set forth in such Allocation Schedule or Revised Allocation Schedule.
The Buyer shall have a period of ten (10) Business Days following receipt of the Revised Allocation Schedule in which to review such Revised Allocation Schedule and raise any objections that the Buyer may have.
The Preliminary Allocation Schedule or Revised Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of Parent and Acquiror agrees that neither it nor any of its Affiliates shall file any Tax Returns in a manner that is inconsistent with the Final Allocation Schedule.
In the event of a Change of Control, the repayment schedule for the 2000 Renewal ESOP Note may not be extended in any event, and neither the "Current Allocation Schedule" nor the "Revised Allocation Schedule" may be extended (but may be accelerated) for any reason, even if both the Company and the Trustee agree to such extension.
The parties hereto agree that the Allocation Schedule and the Revised Allocation Schedule, if applicable, shall include an allocation by state where necessary to calculate applicable state sales or transfer Taxes applicable to the transaction.
Once they have mutually agreed as to the allocation set forth therein, Purchaser and Seller agree to be bound by the allocation set forth in the Allocation Schedule (or the Revised Allocation Schedule if there has been an adjustment to the Aggregate Consideration) for all purposes of Tax reporting, including the filing of IRS Form 8594 in accordance with the Allocation Schedule, and the filing of an amended IRS Form 8594 in the event a Revised Allocation Schedule is prepared.