Updated Allocation Schedule definition
Examples of Updated Allocation Schedule in a sentence
Neither Party shall take a position on any Return, before any Tax Agency or in any judicial proceeding that is inconsistent with the Updated Allocation Schedule, if final, or the Accountant Report, except as required by law.
The Company shall be deemed to have accepted the Updated Allocation Schedule, and it shall be deemed final, unless the Company provides written notice of disagreement to Buyer within thirty (30) days of receipt of the Updated Allocation Schedule (the "Disagreement Notice").
Except as specified in Section 9.1(b), no Party shall take any contrary or inconsistent position with the Preliminary Allocation Schedule or the Updated Allocation Schedule, as applicable, whether on a Tax Return or otherwise, unless otherwise required pursuant to a final determination within the meaning of Section 1313 of the Code (and any applicable analogous provision of state, local or non-U.S. Law).
Each Equityholder shall, subject to Section 2.2, Section 2.6(b), Section 2.11(b), and Section 11.15(d) receive the Deferred Merger Consideration payable to such Equityholder in three (3) equal installments, which shall become due and payable on each of the first three (3) anniversaries of the Closing Date, respectively (each, an “Installment”), in accordance with the Updated Allocation Schedule.
The amount each Equityholder is entitled to receive as Merger Consideration and Deferred Merger Consideration shall be calculated in cash on a holder-by-holder basis in the Allocation Schedule and Updated Allocation Schedule, as applicable.
Notwithstanding the foregoing, in no event will any of Buyer’s rights be considered waived, impaired or otherwise limited as a result of Buyer not making an objection prior to the Closing or its making an objection that is not fully implemented in a revised Allocation Schedule or Updated Allocation Schedule, as applicable.
The amount payable to each Equityholder on account of such Equityholder’s Company Securities shall be payable in cash, as set forth on the Updated Allocation Schedule.
The amounts described in this Section 2.8 and Section 5.15 shall be deemed to have been paid in full satisfaction of all rights pertaining to such RSUs. In the event of manifest error by the Unitholder Representative, as identified by any Unitholder or RSU Holder, the Unitholder Representative shall revise such Updated Allocation Schedule to correct such error.
The Parties shall update the Updated Allocation Schedule through the procedures set forth in Section 9.1(b), in a manner consistent with which such allocation was prepared, to reflect any adjustments to the Aggregate Purchase Price commensurate with the Estimated Closing Statement, Initial Closing Statement and Final Closing Statement, including when the Final Aggregate Purchase Price (including the Assumed Liabilities) is determined and any further adjustments to the Tax Purchase Price are made.
Provided the Updated Allocation Schedule is reasonably acceptable to Purchaser, the Updated Allocation Schedule will be appended to this Agreement as Schedule 2.9 hereto.