Adjusted Allocation Schedule definition

Adjusted Allocation Schedule has the meaning set forth in Section 1.10.
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Adjusted Allocation Schedule means an updated Allocation Schedule based on the Allocation Schedule set forth in Section 3.6 of the GE Disclosure Letter to reflect the adjustments to the Base Purchase Price first, to the Asset Sellers, OPH and the Equity Sellers to the extent such adjustments can be identified with particular Asset Sellers, OPH and Equity Sellers, and second, the remaining adjustments to the Base Purchase Price, which shall be allocated pro rata in accordance with the Allocation Schedule.
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Adjusted Allocation Schedule shall have the meaning set forth in Section 8.6(b).
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Examples of Adjusted Allocation Schedule in a sentence

  • Seller and Buyer agree to utilize the Allocation Schedule (or the Adjusted Allocation Schedule, as applicable) for Tax reporting purposes, including the filing of Form 8594 with the Internal Revenue Service.

  • Within 30 days of any adjustment to the Purchase Price under any provision of this Agreement, Buyer shall adjust the Allocation Schedule in a manner consistent with Code Section 1060 and the Treasury Regulations promulgated thereunder (as adjusted, the “Adjusted Allocation Schedule”) and this Section 1.02(b) and deliver a copy of the Adjusted Allocation Schedule to Seller.

  • Any written notice provided pursuant to Sections 3.2(b) and (c) shall include the number of New Acquiror Shares to be issued to the Equity Sellers and identify the Purchased Equity to be used as a contribution in kind and the value allocated to it pursuant to the Adjusted Allocation Schedule.

  • Any disputes concerning the Adjusted Allocation Schedule shall be resolved in accordance with the foregoing procedures set forth in this Section 1.02(b).

  • Unless otherwise required by a Final Determination, no party shall file any Tax Return with, or take any position in any proceedings before, any Governmental Authority that is inconsistent with the Allocation Schedule (or the Adjusted Allocation Schedule, as applicable).

  • If any state or federal taxing authority challenges the Allocation Schedule (or the Adjusted Allocation Schedule, as applicable), the party receiving notice of the challenge shall promptly provide notice to the other parties.

  • If Trident and NXP are unable to reach an agreement with respect to the Adjusted Allocation Schedule within 45 days of the date of this Agreement, such disputed items will be referred to the Reviewing Accountant pursuant to Section 2.2(f).

  • The Allocation Schedule shall be modified by Purchaser to take into account any adjustment to the Closing Purchase Price pursuant to Section 1.9 (the Allocation Schedule, as so modified and as determined after resolution of any dispute in accordance with this Section 1.10, being referred to as the “Adjusted Allocation Schedule”) and Purchaser shall provide a copy of the Adjusted Allocation Schedule to Seller.

  • Buyers and Sellers shall not make any statement or declaration to, any Governmental Authority that is inconsistent with the Final Purchase Price Allocation or the Adjusted Allocation Schedule, as applicable.

  • GE shall provide the Independent Expert with the details of the valuation underlying the Purchase Price allocated to such Purchased Equity as set forth in the Adjusted Allocation Schedule).


More Definitions of Adjusted Allocation Schedule

Adjusted Allocation Schedule is defined in Section 1.02(a).
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