Examples of Revised Allocation Schedule in a sentence
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).
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.
This Clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
The allocation set forth in such Allocation Schedule, or the Revised Allocation Schedule if there is an adjustment to the Allocable Consideration, shall comply with the rules of Section 1060 of the Code and the treasury regulations promulgated thereunder.
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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.
The Parties 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.
If the Buyer and Seller cannot agree on such Revised Allocation Schedule, as the case may be, in such ten (10) day period, then the Buyer and the Seller shall jointly engage an independent certified public accounting firm (the cost of which shall be split equally by the Buyer and Seller) to serve as the final arbiter as to those matters in dispute with respect to such allocation.
The Revised Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 338(h)(10) of the Code and the Treasury Regulations thereunder and in accordance with the award.