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 2.3(a) of this Agreement.

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

Examples of Final Allocation Statement in a sentence

• Each of Purchaser and Seller agrees to timely file, or cause to be timely filed, IRS Form 8594 (or any comparable form under state or local Tax law) and any required attachment thereto in accordance with the Final Allocation Statement.

• Except as otherwise required pursuant to a “determination” under Section 1313 of the Code (or any comparable provision of state or local law), neither Purchaser nor Seller shall take, or shall permit its Affiliates to take, a Tax position which is inconsistent with the Final Allocation Statement.

• 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.

• If, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Purchaser 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 Sellers and their respective estates.

More Definitions of Final Allocation Statement

Final Allocation Statement shall have the meaning given in Section 10.2.

Final Allocation Statement has the meaning Section 6.7(h) specifies.

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 has the meaning set forth in Section 3.9(a). “Final Closing Statement” means a final closing statement, which, for the avoidance of doubt, shall be in substantially the same form as the Draft Closing Statement, prepared by Seller in accordance with the methodologies and 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 set forth in Section 3.4, all determined and calculated as of the Effective Time. “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. “IRA” means an “individual retirement account” or similar account created by a trust for the exclusive benefit of any individual or his beneficiaries in accordance with the provisions of Section 408 or 408A of the Code. “IRS” means the Internal Revenue Service.

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

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).