Proposed Allocation definition
Examples of Proposed Allocation in a sentence
The Proposed Allocation as agreed to by ▇▇▇▇▇▇▇▇▇ and the Sellers’ Representative or as finally determined by the Independent Accountant, as the case may be, shall be the final allocation (the “Final Allocation”).
If the Sellers’ Representative does not agree with the Proposed Allocation and submits timely written comments, then Purchaser and the Sellers’ Representative shall attempt in good faith to reach an agreement on the allocation of the Aggregate Tax Consideration, and Purchaser shall revise the Proposed Allocation to reflect any agreed changes.
If the Sellers’ Representative does not provide any written comments within such period, the Sellers’ Representative shall be deemed to have agreed to the Proposed Allocation.
Purchaser shall deliver the Proposed Allocation (together with supporting documentation from such nationally recognized accounting firm to substantiate the allocations set forth therein) to Sellers’ Representative and Sellers’ Representative shall review the Proposed Allocation and provide any written comments with respect thereto within thirty (30) days of receipt; provided, however, that such comments shall be consistent with the methodology set forth in Appendix B.