U.S. Tax Allocation definition

U.S. Tax Allocation has the meaning set forth in Section 2.2(b).
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U.S. Tax Allocation has the meaning given to that term in paragraph 11.8 of this Schedule.
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U.S. Tax Allocation has the meaning set forth in Section 2.2(b). “Warranty Claim” means any claim for a breach or inaccuracy of Seller’s Representations and Warranties or for any liabilities under Section 9.2(c). The provisions of this Section 1.1 shall survive Closing. ARTICLE II
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Examples of U.S. Tax Allocation in a sentence

  • If the Purchaser and the Parent are unable to reach agreement on the Proposed U.S. Tax Allocation within thirty (30) days following the delivery to the Purchaser of the Parent's notice of objection to the Proposed U.S. Tax Allocation, the allocation shall be determined by a Tax Expert pursuant to Schedule 16 (Expert) using customary valuation methodologies, provided, however, that the Tax Expert shall make its determination within thirty (30) days following the date on which the Tax Expert is selected.

  • If the Purchasers and the Seller agree on the US Tax Allocation, then the Sellers and the Purchasers shall (and shall cause their Affiliates to) report consistently with the US Tax Allocation on all Tax Returns, and neither the Seller nor the Purchasers shall (or shall permit their Affiliates to) take any position on any Tax Return that is inconsistent with the US Tax Allocation, unless required by a Taxing authority.

  • If the Parent makes no objection during that thirty (30) day period or the Purchaser and the Parent agree on an allocation within the thirty (30) day period following the Parent's delivery of such a notice of objection, the Proposed U.S. Tax Allocation or the agreed allocation, as applicable, shall be final and binding on the Parent, on behalf of itself and the Sellers, and the Purchaser (the Agreed-Upon Allocation).

  • The Parent shall have the right to consent or object to the Proposed U.S. Tax Allocation during the thirty (30) day period immediately following delivery of the Proposed Allocation.

  • If the disputed items are not resolved by the Seller and the Purchasers within thirty (30) days following the Seller’s submission of its statement of disputed items, then each of the Purchasers and the Seller shall use their own US Tax Allocation.

  • If the Parent delivers a notice of objection to the Purchaser during that thirty (30) day period, the Purchaser and the Parent shall negotiate in good faith to resolve their differences with respect to the Proposed U.S. Tax Allocation.

  • The Seller and the Purchasers shall make appropriate adjustments to the US Tax Allocation to reflect the Final NAV.

  • Within ninety (90) days following the Closing Date, the Purchasers shall prepare and deliver to the Seller an initial draft of the US Tax Allocation.

  • The Seller shall have sixty (60) days thereafter to provide the Purchasers with a statement of any disputed items with respect to such US Tax Allocation.

  • As soon as practicable, and in any event not later than sixty (60) days after the Completion Date, the Purchaser shall, for U.S. federal income tax purposes, prepare for the Parent's review and comments a proposed allocation of the Purchase Price among the assets of Tradin US and prepared in accordance with applicable Law, including Section 1060 of the US IC Code and the U.S. Treasury regulations promulgated thereunder (the Proposed U.S. Tax Allocation).