Examples of Asset Allocation Statement in a sentence
Buyer shall prepare and deliver to Seller from time to time revised copies of the Asset Allocation Statement (the “Revised Asset Allocation Statements”) so as to report any matters on the Asset Allocation Statement that need updating (including Purchase Price adjustments, if any).
Buyer will revise the Asset Allocation Statement to take into account any such amounts paid by Buyer following the Closing in a manner consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder, and Buyer agrees to file all federal, foreign, state, local and other Tax Returns and information reports prepared and filed by or for either Buyer or its Affiliates in accordance with the revised Asset Allocation Statement.
The Purchase Price paid by Buyer for the Transferred Interests shall be allocated in accordance with the Asset Allocation Statement or, if applicable, the last Revised Asset Allocation Statement provided by Buyer to the Seller, and all Tax Returns and reports filed by Seller and Buyer shall be prepared consistently with such allocation.
In the event Azure reasonably objects to the manner in which the Asset Allocation Statement has been prepared, Azure shall notify Marlin GP and the Conflicts Committee within twenty-one days of receipt of the Asset Allocation Statement of such objection, and Marlin GP, the Conflicts Committee and Azure shall endeavor in good faith to resolve such dispute within the next ten days.
Neither the Asset Allocation Statement nor any Revised Asset Allocation Statement shall assign more than $600,000 towards the non-compete provisions contained in this Agreement.
Should any Asset Allocation Statement or Revised Asset Allocation Statement assign more than $600,000 towards the non-compete provisions contained in this Agreement, upon written request from Seller, the Purchase Price shall be adjusted upward in an amount equal to 25% of such excess allocation.
If Azure or the Conflicts Committee does not timely notify Marlin GP of any objection to the Asset Allocation Statement, then it shall be deemed agreed to by Azure and the Asset Allocation Statement shall be conclusive and binding upon the Azure and the Xxxxxx Parties.
Promptly, but not later than ten days after its acceptance of appointment hereunder, the Independent Accountant shall determine (based solely on representations of Marlin GP and Azure and not upon independent review) only those matters in dispute and will render a written report as to the disputed matters and the resulting preparation of the Asset Allocation Statement shall be conclusive and binding upon the Xxxxxx Parties and Azure.
Buyer, Seller and their respective Affiliates agree to file all Tax Returns and information reports (including Internal Revenue Service (“IRS”) Form 8594) in a manner consistent with such Asset Allocation Statement and shall take no position inconsistent therewith, except as otherwise required by applicable Law pursuant to a Final Determination.
The Asset Allocation Statement (and, if applicable, all Revised Asset Allocation Statements) shall be prepared in the manner consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder.