Examples of Proposed Allocation in a sentence
If Buyer disagrees with the Proposed Allocation, Buyer may, within forty-five (45) days after delivery of the Proposed Allocation, deliver written notice to the Sellers’ Representative setting forth in reasonable detail its disagreement with the Proposed Allocation.
In the event that Xxxxx does not provide such a notice of disagreement within such forty-five (45)-day period, the Sellers’ Representative and Buyer shall be deemed to have agreed to the Proposed Allocation, which shall be final, binding and conclusive for all purposes hereunder.
In the event any such notice of disagreement is timely provided, the Proposed Allocation will be final, binding and conclusive for all purposes hereunder except as to the disagreements duly raised in such notice, and the Sellers’ Representative and Xxxxx shall use commercially reasonable efforts for a period of thirty (30) days (or such longer period as they may mutually agree) to resolve any such disagreements with respect to the Proposed Allocation.
The Proposed Allocation as finally agreed or determined pursuant to this Section 2.5 shall be the “Final Allocation.” Buyer and the Sellers’ Representative agree to file all required Tax Returns (including IRS Form 8594) in a manner consistent with the Final Allocation, and neither the Sellers’ Representative nor Buyer shall take any position inconsistent with such allocation on any Tax Return or otherwise, unless required to do so following a determination by the applicable Governmental Authority.