RTA Representative definition
Examples of RTA Representative in a sentence
If the RTA Representative submits an Allocation Notice of Objection, then (A) for twenty (20) Business Days after the date Bemis receives the Allocation Notice of Objection, Bemis and the RTA Representative shall use commercially reasonable efforts to agree on the allocations (if agreement is reached the agreed schedule shall become the Final Allocation Schedule or Final Form 8594) and (B) failing such agreement, the matter shall be resolved in accordance with Paragraph 1.3.
If the RTA Representative makes such notification, the Final Business Allocation shall be determined following the procedure for determining the Final Allocation Schedule in Paragraphs 1.2 and 1.3 of Part E of Schedule 13 (Tax).
Closing shall take place at the office of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ of America, or at such other location notified by the RTA Representative not later than 5 Business Days prior to Closing.
In addition, the RTA Representative shall notify ▇▇▇▇▇ promptly upon becoming aware that a Material Adverse Change has occurred.
The RTA Representative will cause all other members of the Seller Group to comply with the following arrangements.
The RTA Representative shall take into account any reasonable and timely comments made by ▇▇▇▇▇ in preparing the Tax Returns.
Within two (2) Business Days of selection of the Accounting Expert, the RTA Representative and Bemis shall each deliver to the other and to the Accounting Expert a notice setting forth in reasonable detail their proposed allocations.
The RTA Representative and Bemis shall use reasonable best efforts to agree and issue a joint public announcement as soon as reasonably practicable following the date of this Agreement.
The RTA Representative shall not file an election if Bemis can identify a material negative Tax impact on the Target Company for a period (or portion thereof) beginning after the Closing Date that would be more than likely to occur if the election were filed.
If Bemis delivers an Objection Notice in accordance with paragraph 2 of this Part A, the RTA Representative and Bemis will use reasonable commercial efforts to meet and discuss the objections of Bemis and to agree the adjustments (if any) required to be made to the draft Perimeter Closing Statements, in each case not later than thirty (30) days after receipt by the RTA Representative of the Objection Notice.