Examples of Revised Allocation Schedule in a sentence
The Revised Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 338 of the Code and the Treasury Regulations thereunder and in accordance with the Appraisal.
Except to the extent otherwise required by Law, each party hereto shall prepare and file all Tax Returns and other statements in a manner consistent with the Allocation Schedule (or the most recent Revised Allocation Schedule, as applicable) and shall not make any materially inconsistent statement or adjustment on any Tax Returns or otherwise during the course of an audit, investigation or other dispute with any Taxing Authority or otherwise.
The Allocation Schedule and each Revised Allocation Schedule shall be subject to a dispute mechanism comparable to the procedure described in Section 3.3 hereof (provided that Sellers’ Representative must provide any objection to the Allocation Schedule or a Revised Allocation Schedule within 30 days of receipt thereof).
Except to the extent that a contrary position is required by law, Buyer and Seller agree to be bound by the allocation set forth in the Allocation Schedule for all purposes of Tax reporting, including the filing of IRS Form 8594 in accordance with the Allocation Schedule, and the filing of an amended IRS Form 8594 in the event a Revised Allocation Schedule is prepared.
Except as otherwise required pursuant to a “determination” as defined under Section 1313 of the Code (or any comparable provision of state or local law), neither the Buyer nor the Seller shall (nor shall either such party allow its Affiliates to) file a Tax Return or take any position with any Governmental Entity that is inconsistent with the Allocation Schedule or, if applicable, the Revised Allocation Schedule.
The Parties shall negotiate in good faith to reach agreement on the allocation as set forth in such Allocation Schedule or Revised Allocation Schedule.
In the event that the Internal Revenue Service or any other Tax authority disputes such Allocation Schedule or Revised Allocation Schedule, the applicable party shall promptly notify the other parties of the nature of the dispute, and the parties agree to consult with and keep one another informed with respect to the status of, and any discussion, proposal or submission with respect to, such dispute.
The Buyer shall have a period of ten (10) Business Days following receipt of the Revised Allocation Schedule in which to review such Revised Allocation Schedule and raise any objections that the Buyer may have.
The “Guidance for Safer Working Practice for Adults who work with Children and Young People” provides advice on this and the circumstances which should be avoided, in order to limit complaints against staff of abuse of trust, and/or allegations of abuse.
The Preliminary Allocation Schedule or Revised Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of Buyer and Parent agrees that neither it nor any of its Affiliates shall file any Tax Returns in a manner that is inconsistent with the Final Allocation Schedule except as otherwise required by the Requirements of Law.