Specific Allocation definition
Examples of Specific Allocation in a sentence
If there is an adjustment to the Total Purchase Price pursuant to this Agreement, Buyer and Grace shall modify the Allocation and the Specific Allocation so that the adjustment is allocated to the country where it relates or as Buyer and Grace otherwise mutually agree.
After receipt of such statement, the Allocation and the Specific Allocation shall be amended to reflect the Total Purchase Price as so adjusted, as Grace and Buyer shall mutually agree, giving effect to the country or countries which account for any such adjustment.
Prior to the Closing Date, Grace and Buyer shall, in good faith, negotiate a specific allocation, in accordance with the Allocation, that complies with the requirements of Section 1060 of the Code and any other applicable provision of state, local or foreign Tax law (the "Specific Allocation").
In the event that the Allocation or the Specific Allocation is disputed by any Taxing Authority, the party receiving notice of the dispute shall promptly notify the other party hereto concerning the resolution of such dispute.
Each of the Dexter Group and the Buyer Group shall, except for allocations relating to expenses incurred in the transactions contemplated herein which are included in the purchase price for Buyer, be bound by the Allocation and the Specific Allocation for all tax purposes including the preparation and filing of tax returns.
Buyer and Grace each agrees to file Internal Revenue Service Form 8594, and all federal, state, local and foreign Tax Returns, using consistent allocations (except for allocations relating to expenses incurred in the transactions contemplated herein which are included in the purchase price for Buyer) in accordance with the Specific Allocation.
Buyer and Grace may make material modifications to the Allocation and the Specific Allocation only by mutual consent.
Prior to the Closing Date, Dexter and Buyer shall, in good faith, negotiate a specific allocation, in accordance with the Allocation, that complies with the requirements of Section 1060 of the Code and any other applicable provision of state, local or foreign tax law (the "Specific Allocation").
Each of the Grace Group and the Buyer Group shall, except for allocations relating to expenses incurred in the transactions contemplated herein which are included in the purchase price for Buyer, be bound by the Allocation and the Specific Allocation for all Tax purposes including the preparation and filing of Tax Returns.
If there is an adjustment to the Total Purchase Price pursuant to this Agreement, Buyer and Dexter shall modify the Allocation and the Specific Allocation so that the adjustment is allocated to the Closing Amount in the country where it relates or as Buyer and Dexter otherwise mutually agree.