Final Allocation Statement definition

Final Allocation Statement has the meaning set forth in Section 3.9(a).

Final Allocation Statement has the meaning set forth in Section 2.13.

Final Allocation Statement has the meaning set forth in Section 2.3(a) of this Agreement.

Examples of Final Allocation Statement in a sentence

• For the avoidance of doubt, in administering any Legal Proceeding, the Bankruptcy Court shall not be required to apply the Final Allocation Statement in determining the manner in which the Purchase Price should be allocated as between Sellers and their respective estates.

• If, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below.

• For the avoidance of doubt, in administering any Legal Proceeding, the Bankruptcy Court shall not be required to apply the Final Allocation Statement in determining the manner in which the Purchase Price should be allocated as between Seller and its respective estates.

• Unless otherwise agreed by Xxxxxx and Buyer, any subsequent adjustment to the Final Purchase Price will be allocated based on the same principles, methods and percentages used in determining the Final Allocation Statement and the final Asset Allocation, in each case, as finally determined pursuant to this Section 2.07.

• Concurrent with the delivery of the Final Allocation Statement, Parent shall also deliver an initial allocation of the Final Purchase Price attributable to the assets of Premark Packaging LLC (“Premark”) and its Subsidiaries, in accordance with Section 1060 of the Code (the “Asset Allocation”).

• If the parties are unable to agree on an allocation within such five (5) day-period, the Proposed Allocation Statement, as amended to reflect those changes agreed to by the parties during such five (5) day-period, shall be the Final Allocation Statement.

• Parent and Buyer agree that the Final Allocation Statement shall reflect the fair market value of the Participations Intercompany Loan, each of the IPG Transferred Entities, and each of the German Equity Interests.

• The portion of the Purchase Price allocated to each Purchased Asset pursuant to the Final Allocation Statement is referred to herein as the “Allocated Value” of such Purchased Asset.

• Parent and Xxxxx shall cooperate and negotiate in good faith to agree on the final determination of the Final Allocation Statement and Asset Allocation within sixty (60) days thereafter.

• If, after sixty (60) days, Xxxxxx and Buyer cannot agree on the final determination of the Final Allocation Statement or Asset Allocation, any dispute or objection remaining unresolved shall be submitted to the Independent Firm for resolution and the decision of the Independent Firm shall be final, conclusive and binding on the parties hereto.

More Definitions of Final Allocation Statement

Final Allocation Statement has the meaning ascribed to such term in the Share Purchase Agreement.

Final Allocation Statement has the meaning set forth in ‎Section 6.4(d)(i).

Final Allocation Statement has the meaning set forth in Section 3.9(a). “Final Closing Statement” means a final closing statement, prepared by Seller in accordance with the accounting policies used in preparing the Draft Closing Statement, on or before the thirtieth (30th) calendar day following the Closing Date setting forth both the Purchase Price, the Adjusted Payment Amount and the prorated Items of proration set forth in Section 3.4, all determined and calculated as of the actual Closing Date. “GAAP” has the meaning set forth in Section 1.2. “Hazardous Substance” means any substance, whether liquid, solid or gas (a) listed, identified or designated as hazardous or toxic; (b) which, applying criteria specified in any Environmental Law, is hazardous or toxic; or (c) the use or disposal, or any manner or aspect of management or handling, of which is regulated under Environmental Law. “HELOC Account” means any home equity line of credit account at a Branch in respect of which credits available therein are withdrawable in practice upon demand or upon which third party drafts may be drawn by the borrower. “Infrastructure Installation” has the meaning set forth in Section 4.10. “Initial Closing” and “Initial Closing Date” refer to the closing of the purchase and sale of the Initial Closing Assets and the Initial Closing Assumed Liabilities, which is to be held on such date as provided in Article 3 and which shall be deemed to be effective at 11:59 p.m., Central time, on such date. “Initial Closing Assets” has the meaning set forth in Section 2.1(a). “Initial Closing Assumed Liabilities” has the meaning set forth in Section 2.2(a). “Initial Closing Loans” means the Loans reflected on Exhibit 1.1(d)(ii) as of the Initial Closing Date. “Initial Closing Purchase Price” has the meaning set forth in Section 2.4(a). “Installation Plans” has the meaning set forth in Section 4.10(iv).

Final Allocation Statement has the meaning set forth in Section 3.9(a). “Final Closing Statement” means a final closing statement, prepared by Seller in accordance with the accounting policies used in preparing the Draft Closing Statement, on or before the thirtieth (30th) calendar day following the Closing Date setting forth the Purchase Price, the Adjusted Payment Amount and the prorated Items of proration set forth in Section 3.4. “GAAP” has the meaning set forth in Section 1.2. “Hazardous Substance” means any substance, whether liquid, solid or gas (a) listed, identified or designated as hazardous or toxic; (b) which, applying criteria specified in any Environmental Law, is hazardous or toxic; or (c) the use or disposal, or any manner or aspect of management or handling, of which is regulated under Environmental Law. “Infrastructure Installation” has the meaning set forth in Section 4.10.

Final Allocation Statement shall be the Initial Allocation Statement if the Seller does not notify the Buyer of a disagreement in writing within 30 days after the Allocation Delivery Date, or, if the Seller notifies the Buyer in writing of a disagreement within 30 days after the Allocation Delivery Date, the Initial Allocation Statement as adjusted upon resolution of the disputed items by agreement by the Buyer and the Seller or resolution by the Accounting Firm. The Buyer and the Seller agree to be bound by the Final Allocation Statement for Tax purposes and not to take any position inconsistent therewith in the preparation, filing and audit of any Tax Return.

Final Allocation Statement is defined in Section 12.16(a).