Tax Allocation Schedule definition

Tax Allocation Schedule has the meaning set forth in Section 1.8(a).

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Tax Allocation Schedule shall have the meaning set forth in Section 2.04.

Tax Allocation Schedule has the meaning set forth in Section 6.5(i).

Examples of Tax Allocation Schedule in a sentence

The parties hereto and each of their respective Affiliates shall file all Tax Returns and all required statements under applicable Treasury Regulation consistent with the Tax Allocation Schedule and shall not take any position contrary thereto, unless otherwise required by a “ determination” within the meaning of Section 1313 of the Code.
If the Sellers’ Representative does not object to the Draft Tax Allocation Schedule within 30 days of receipt thereof, then, the Draft Tax Allocation Schedule shall become final and binding on the parties hereto and shall be referred to herein as the “Tax Allocation Schedule.” Any objection to the Draft Tax Allocation Schedule shall be made in writing to the Buyer and shall set forth the basis for such objection in reasonable detail.
If the Sellers’ Representative objects to the Draft Tax Allocation Schedule, then, the Buyer and the Sellers’ Representative shall negotiate in good faith to resolve promptly any such objection.

More Definitions of Tax Allocation Schedule

Tax Allocation Schedule shall have the meaning assigned thereto in Section 2.5.

Tax Allocation Schedule shall be as defined in Section 3.3.

Tax Allocation Schedule as defined in Section 2.3. Tax Return: any return, report, declaration, form, claim for refund or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

Tax Allocation Schedule has the meaning set forth in Section 9.07. “Tax Return” means any return, declaration, report, claim for refund or information return or statement filed or required to be filed with any Governmental Authority relating to Taxes, including any form, schedule or attachment thereto and any amendment or supplement thereof. “Tax Sharing Agreement” has the meaning set forth in Section 4.12(i). “Taxing Authority” means the IRS and any other Governmental Authority exercising any authority to impose, assess, or collect any Tax or any other authority exercising Tax regulatory authority. “Terminating Advisory Contracts” has the meaning set forth in Section 4.22(b)(vii). 19 “Third Party Claim” means any claim against any Indemnified Party by a Person who is a third party. For the avoidance, any claim against an Indemnified Party by a Person who is an Affiliate of such Indemnified Party shall not be a Third Party Claim. “Third Party IP” has the meaning set forth in Section 4.18(c). “Third Party Transaction” has the meaning set forth in Section 6.08. “Total Purchase Price” means the Final Closing Payment Amount (as finally determined in accordance with Section 2.03), plus the Deferred Payment Amounts, plus any Earnout Consideration (as finally determined in accordance with Section 2.05). “Transaction” means the transactions contemplated by this Agreement and the other Transaction Documents. “Transaction Documents” means this Agreement, the Escrow Agreement, the Employment Agreements, the GP Amendments, the Post-Closing Company LLC Agreement, the Distribution Agreement and the Principal Underwriting Agreement. “Transaction Tax Deductions” shall mean all items of loss or deduction which are: (i) economically borne by the Sellers and (ii) more likely than not to be currently deductible for applicable Income Tax purposes resulting from or attributable to: (a) liabilities included in Indebtedness or Net Working Capital, (b) Company Transaction Expenses, or (c) any fees, expenses, premiums and penalties with respect to the payment of the Indebtedness of the Company and the write-off of the amortization of deferred financing costs associated therewith; provided, however, that with respect to any “success-based fee” (as defined in IRS Revenue Procedure 2011-29) with respect to the transactions contemplated by this Agreement, the portion of such fee that may be treated as a Transaction Deduction shall not exceed the amount allowable as a deduction pursuant to the safe harbor elec...

Tax Allocation Schedule is defined in Section 9.4.

Tax Allocation Schedule has the meaning ascribed thereto in Section 6.3 and is attached as Exhibit 20.

Tax Allocation Schedule has the meaning set forth in Clause 16.1.2.