Examples of Acquired Partnerships in a sentence
Notwithstanding the foregoing, Income Taxes and Non-Income Taxes indemnified pursuant to this Section 5.3 shall include Income Taxes and Non-Income Taxes of the Acquired Partnerships only to the extent allocated to a member of the Company Group (other than an Acquired Partnership) with respect to the relevant period.
With respect to the acquisition of the interests in the Acquired Partnerships, each of the Parties hereto agrees that, for each taxable year in which a Closing Date occurs, all income, gains, losses, deductions, credits and other tax incidents resulting from the operations of the Acquired Partnerships shall be allocated, as between Seller and Purchaser, using the “closing of the books” method permitted by Treasury Regulations and Code § 706.
The Seller shall deliver to the Purchaser a copy of the statement required under Treasury Regulations § 1.751-1(a)(3) setting forth in reasonable detail a good faith calculation of the amount of any gain or loss attributable to Code § 751 property, and the amount of any gain or loss attributable to capital gain or loss on the sale of the partnership interests in the applicable Acquired Partnerships.
Paid to the Acquired Companies and the Acquired Partnerships to Assets Purchased.
Neither Purchaser nor the Purchaser's Representatives shall contact any governmental authority or any of the Seller's or the Acquired Partnership's tenants, vendors, employees, consultants or contractors prior to the Closing without (i) providing one (1) day's advance notice (which notice may be telephonic) of each such proposed contact to the Seller, and (ii) providing the Seller and/or its representatives an opportunity to be present at the time of any such contact.
None of the Acquired Companies or Acquired Partnerships nor Michxxx xx Acquisition shall take a position in any tax return, examination or other administrative or judicial proceeding relating to any such return that is inconsistent with the allocation as is agreed to by the parties pursuant to this Section 10.4. Acquisition shall prepare and the Acquired Entities shall agree in advance of its filing with the IRS, an allocation of assets as set forth in IRS Form 8594.
If the Purchaser fails to reply within five (5) days to the Acquired Partnership's request for consent in a notice given pursuant to this Section 10.3 or if the Purchaser expressly denies its consent but fails to provide the Seller and the Acquired Partnership with the reasons for such denial, the Purchaser's consent shall be deemed to have been granted.
At the Effective Time, the aggregate indebtedness of Papetti's Hygrade, the Acquired Companies and the Acquired Partnerships assumed by Michxxx xxxll not exceed $28,300,000.
The Acquired Companies and Acquired Partnerships, on the one hand, and Michxxx xx Acquisition, on the other hand, shall have allocated the consideration with respect to the Acquired Companies and Acquired Partnerships pursuant to Sections 2.2 and 2.3 of this Agreement between the assets of the Acquired Companies and Acquired Partnerships prior to Closing.
Papetti's Hygrade and the Acquired Entities shall have delivered to Michxxx xx the Closing certified copies of resolutions adopted by the Board of Directors and Shareholders of Papetti's Hygrade and the Acquired Companies and the Partners of the Acquired Partnerships adopting and approving this Agreement and the transactions contemplated hereby.