Statement of Allocation shall have the meaning set forth in Section 5.3.
Statement of Allocation has the meaning set forth in Section 8.9(b).
Statement of Allocation has the meaning assigned to such term in Section 2.5.
Examples of Statement of Allocation in a sentence
The parties shall complete their respective tax returns for the period which includes the Closing Date in a manner that is consistent with the Statement of Allocation.
The Purchase Price shall be allocated among the Purchased Assets in a statement (the "Statement of Allocation") reflecting the allocation set forth in Schedule 2.2 attached hereto.
Sellers and Buyer shall not take any position on a Tax Return, tax proceeding or audit that is inconsistent with any information set forth on the Statement of Allocation.
Upon such agreement, each of Buyer and Seller will complete Form 8594, Asset Acquisition Statement of Allocation, consistent with such mutually agreed allocation and each will file a copy of such form with its federal income tax return for the applicable tax year, and will file all returns and reports with respect to the transactions contemplated by this Agreement, including all federal, state and local tax returns, on the basis of such allocation.
The Parties shall, (a) report the Tax consequences of the transactions contemplated hereby in a manner consistent with the Statement of Allocation, including on Internal Revenue Service Form 8594, and (b) not take any position inconsistent therewith upon examination of any Tax Return, in any refund Claim, or in any litigation, investigation or otherwise, unless required by applicable Law or with the consent of the other Parties.
More Definitions of Statement of Allocation
Statement of Allocation has the meaning set forth in Section 6.8(b) below.
Statement of Allocation shall have the meaning set forth in Section 3.3.
Statement of Allocation has the meaning set forth in §2(g).
Statement of Allocation shall have the meaning set forth in Section 8.10(a). “[***]” means, in an [***], the [***]with [***] by both [***] at [***].
Statement of Allocation has the meaning set forth in Section 8.12.2. “Supply Agreement” means the Supply Agreement as set forth in the form attached hereto as Exhibit D. “Supply Price” means the purchase price for the Existing Finished Product Inventory and the Bulk Product Inventory set forth in Schedule 2.8. “Tax” or “Taxes” means any and all taxes, assessments, levies, tariffs, amounts subject to escheat, Liabilities arising under or as a result of the application of any “bulk sales” or similar Law, duties or other charges, or impositions in the nature of a tax (together with any and all interest, penalties, additions to tax and additional amounts imposed with respect thereto) imposed by any applicable Governmental Authority. “Tax Claims” has the meaning set forth in Section 10.1.1(c). “Tax Return” means any report, return (including any information return), claim for refund, election, estimated Tax filing or payment, request for extension, document, declaration or other information or filing required to be supplied to any applicable Governmental Authority with respect to Taxes, including attachments thereto and amendments thereof. “Territory” means the fifty (50) states of the United States of America, the District of Columbia and the Commonwealth of Puerto Rico. “Third Party(ies)” means any Person other than the Parties or their respective Affiliates. “Tooling” means the tooling identified on Schedule 1.1(m). “Trademark” means trademarks, trade dress, internet domain names, identifying symbols, designs, slogans, logos or insignia, whether registered or unregistered, and all common law rights, applications and registrations therefor, and all goodwill associated therewith. “Transactions” means the transactions contemplated by this Agreement and the Other Agreements. “Transfer Taxes” means any and all transfer, documentary, sales, use, gross receipts, stamp, registration, value added, recording, escrow and other similar Taxes and fees (including any penalties and interest) incurred in connection with the Transactions (including recording and escrow fees and any real property or leasehold interest transfer or gains tax and any similar Tax). “Transferred Assets” has the meaning set forth in Section 2.1.2. “Transition Date” has the meaning set forth in Section 2.8.1. “Transition Services” means those certain transitional support and services to be performed by Sellers or Sellers’ designee as set forth on Schedule 2.3.1. “Treasury Regulation(s)” means the regulations promulgated un...
Statement of Allocation has the meaning set forth in Section 1.8. “Xxxxxxx Transaction” means the transaction pursuant to that Agreement and Plan of Merger dated May 28, 2013 among Service Corporation International, Rio Acquisition Corp., and Xxxxxxx Enterprises, Inc. “Survey” or “Surveys” means, individually and collectively all surveys received by Buyers in relation to the Business, including but not limited to, the following surveys: (a) ALTA/ACSM Land Title Survey Project No. 0000-00-0000:056 prepared by Xxxx X. Xxxxxxxxx, Professional Land Surveyor No. 0403 002186, of First Order, LLC and XXXxxxxxxxxx, Inc., dated February 2, 2014, (b) ALTA/ACSM Land Title Survey Project No. 0000-00-0000:032 prepared by Xxxxxx X. Xxxxxxx, Xxxxxxxxxxxx Xx. 00000, of X. Xxxxxxx Surveyors, Inc. and XXXxxxxxxxxx, Inc., dated February 17, 2014, (c) ALTA/ACSM Land Title Survey Project No. 0000-00-0000:031 prepared by Xxxxxx X. Xxxxxx, R.P.L.S. No. 5051, of Red Plains Surveying Company and XXXxxxxxxxxx, Inc., dated February 9, 2014, and (d) ALTA/ACSM Land Title Survey Project No. 0000-00-0000:084 prepared by Xxxxxx X. Xxxxxx, R.P.L.S. No. 5051, of Red Plains Surveying Company and XXXxxxxxxxxx, Inc., dated February 7, 2014. “Tax” or “Taxes” means (a) all taxes, assessments, fees, unclaimed property and escheat obligations, and other charges of any kind imposed by any taxing authority, including income, profits, gross receipts, net proceeds, alternative or add on minimum, ad valorem, value added, turnover, sales, use, property, personal property (tangible and intangible), environmental, stamp, leasing, lease, user, excise, duty, franchise, capital stock, transfer, registration, license, withholding, social security (or similar), unemployment, disability, payroll, employment, social contributions, fuel, excess profits, occupational, premium, windfall profit, severance, estimated, or other charge of any kind whatsoever, including any interest, penalty or addition thereto, whether disputed or not and (b) any liability in respect of any item described in clause (a) above, that arises by reason of a contract, assumption, transferee or successor liability, operation of Law (including by reason of participation in a consolidated, combined or unitary Tax Return) or otherwise. “Tax Return” means any return, declaration, report or similar statement required to be filed with respect to any Taxes (including any attached Schedules) including any information return, Claim for refund, amended return and declaration...
Statement of Allocation is defined in Section 2.10.