Final Apportionment definition
Examples of Final Apportionment in a sentence
No Party shall (and each shall cause their respective Affiliates not to) take any position inconsistent with the Final Apportionment on any Tax Return or in any Tax proceeding, in each case (i) except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any analogous provision of state, local or foreign law) or pursuant to any other applicable Laws or (ii) without the consent of the other Party.
Any subsequent adjustments to the Purchase Price including pursuant to Section 1.6 shall be allocated among the Purchased Assets in a manner that is consistent with the Final Apportionment.
The Vendor, subject to Completion, indemnifies and must keep indemnified the Purchaser against all Liabilities incurred or Claims in connection with any failure by the Vendor to perform all obligations under, or comply with the terms of, any Non Freehold Land Contract for the period prior to Completion provided that no claim may be made by the Purchaser under this clause 9.1 for any amount for which it is given credit under the Final Apportionment Statement.
On the Closing Date, the Final Apportionment Amount will be added to or subtracted from the Purchase Price, as appropriate.
To the extent that any incomings and outgoings that are to be apportioned pursuant to clause 5.1(a) have not been determined by the date of preparation of the Final Apportionment Statement, estimated incomings and outgoings will be included in the Final Apportionment Statement.
Any subsequent adjustments to the Purchase Price including pursuant to Section 2.6 shall be allocated among the Transferred Entities (including, as applicable, the assets and liabilities of the Transferred Entities) and the Purchased Assets in a manner that is consistent with the Final Apportionment.
The Final Apportionment Amount will be reduced by any amounts received by the Charter School through an Advance Apportionment(s).
All amounts in the Final Apportionment Statement and all calculations required by this clause 5.3 are to exclude GST.
Subject to clause 5.5 below, if the Final Apportionment Statement differs from the Estimated Apportionment Statement, the Vendor will make an adjusting payment to the Purchaser, or the Purchaser will make an adjusting payment to the Vendor, as the case may require, together with interest thereon at the Bank ▇▇▇▇ Rate (calculated on a daily basis), within 10 Business Days of the receipt by the Purchaser of the Final Apportionment Statement.
The Final Apportionment Amount will be reduced by any amounts received by the Charter School through any Advance Apportionment(s).