Tax Allocation Statement definition

Tax Allocation Statement has the meaning given to it in Section 6.6(h).
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Tax Allocation Statement has the meaning set forth in Section 8.1(h)(i).
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Tax Allocation Statement shall have the meaning set forth in Section 4.15(e)(i).
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Examples of Tax Allocation Statement in a sentence

  • In the event that any adjustment to the purchase price is paid between Acquiror and the Sellers pursuant to the terms of this Agreement, Acquiror shall provide NewCo a revised Tax Allocation Statement, which revised Tax Allocation Statement shall be prepared in a manner consistent with this Section 8.1(h)(i).

  • Acquiror shall incorporate all reasonable comments of NewCo the Tax Allocation Statement.

  • Acquiror shall provide NewCo with an opportunity to review and comment on the Tax Allocation Statement in draft form.

  • At or as soon as practicable after the Closing, Buyer and Sellers shall execute IRS Forms 8594 in accordance with the allocation set forth in the Tax Allocation Statement and in compliance with Section 1060 of the Code and the rules and regulations thereunder.

  • All tax returns and reports filed by Buyer and Sellers with respect to the transactions contemplated by this Agreement shall be consistent with the Tax Allocation Statement.

  • In the event that any adjustment to the aggregate purchase price is paid between the parties pursuant to the terms of this Agreement (or there is otherwise an adjustment to the Total Tax Consideration hereunder), Buyer shall promptly provide the Seller Representative a revised Tax Allocation Statement and the principles of this Section 6.03(c) shall apply to each revised Tax Allocation Statement.

  • If Seller does not object by written notice to the Tax Allocation Statement within such time period, such statement shall be deemed to have been accepted and agreed upon, and final and conclusive, for all purposes of this Agreement; provided, however, that such objection shall only be that the Tax Allocation Statement is materially inconsistent with Schedule 4.15(e)(i).

  • If Seller objects to a Tax Allocation Statement presented by Buyer, it shall notify the Buyer of such disputed item (or items) (in such written notice) and the basis for its objection and Buyer and Seller shall act in good faith to resolve any such dispute within the thirty day period thereafter.

  • Within fifteen business days following the receipt of such Tax Allocation Statement, Seller shall have the right to object to such statement (by written notice to Buyer).

  • If, within thirty days of Seller’s delivery of a notice of objection to a Tax Allocation Statement, the parties have not reached an agreement regarding such allocations, the dispute shall be presented to the Independent Accounting Firm that will determine which parties’ proposed allocation is more consistent with Schedule 4.15(e)(i) and such allocation shall then become the final “Tax Allocation Statement”.


More Definitions of Tax Allocation Statement

Tax Allocation Statement has the meaning set forth in Section 8.1(h)(i). “Tax Authority” means any Governmental Authority responsible for the imposition, administration, assessment, and/or collection of any tax. “Tax Return” means any return, statement, report, election, declaration, claim for refund, information return, or form (including estimated tax returns and reports, withholding tax returns and reports, any schedule or attachment, and information returns and reports) filed or required to be filed with any Tax Authority with respect to Taxes. “Tax Sharing Agreement” means any Tax indemnity agreement, Tax sharing agreement, Tax allocation agreement or similar Contract or arrangement, whether written or unwritten (including any such agreement, Contract or arrangement included in any purchase or sale agreement, merger agreement, joint venture agreement or other document) other than commercial agreements entered into with third parties in the ordinary course of business not primarily related to Taxes. “Termination Agreement” means that certain Company Retention Bonus Plan Termination Agreement, to be entered into by the Company and Paulo Merloti, in form and substance reasonably acceptable to the parties hereto. “Termination Date” has the meaning set forth in Section 11.2(b). “Third Party Claim” has the meaning set forth in Section 12.6. “Total Stock Purchase Consideration” means an amount equal to (A) the Base Amount plus (B) the Closing Net Working Capital Surplus (if any), minus (C) the Closing Net Working Capital Shortfall (if any) minus (D) the Final Transaction Expenses plus (E) the Final Closing Cash minus (F) the Final Closing Debt.
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Tax Allocation Statement has the meaning referred to in Section 7.3(f).
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Tax Allocation Statement has the meaning set forth in Section 2.5.
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Tax Allocation Statement has the meaning set forth in Section 1.12(a).
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Related to Tax Allocation Statement

  • Allocation Statement has the meaning set forth in Section 2.5.

  • Distribution Statement has the meaning set forth in Section 5.02(c) of the Trust Agreement.

  • Termination statement means an amendment of a financing statement which:

  • Tax Allocations means the allocations set forth in paragraph 4 of Exhibit B.

  • Tax Allocation Agreement means the Tax Allocation Agreement between Corporation and New D&B.

  • Taxable Allocation means, with respect to any Series, the allocation of any net capital gains or other income taxable for federal income tax purposes to a dividend paid in respect of such Series.

  • Allocation Schedule has the meaning set forth in Section 2.07.

  • Tax Benefit Schedule is defined in Section 2.02 of this Agreement.

  • Required Allocations means (a) any limitation imposed on any allocation of Net Losses or Net Termination Losses under Section 6.1(b) or 6.1(c)(ii) and (b) any allocation of an item of income, gain, loss or deduction pursuant to Section 6.1(d)(i), 6.1(d)(ii), 6.1(d)(iv), 6.1(d)(vii) or 6.1(d)(ix).

  • Distribution Date Statement As defined in Section 4.02(a).

  • Purchase Price Allocation Schedule has the meaning set forth in Section 5.11(f)(ii).

  • Information Statement means the information statement to be made available to the holders of Parent Shares in connection with the Distribution, as such information statement may be amended or supplemented from time to time prior to the Distribution.

  • Initial Allocation means the conditional setting aside by MBOH of HCs from a particular year’s federal LIHTC allocation to the state for purposes of later Carryover Commitment and/or Final Allocation to a particular Project, as documented by and subject to the requirements and conditions set forth in a written Reservation Agreement, the Applicable QAP and federal law.

  • Additional Registration Statement means a registration statement or registration statements of the Company filed under the 1933 Act covering any Additional Registrable Securities.

  • Tax Return means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

  • Special Registration Statement means (i) a registration statement relating to any employee benefit plan or (ii) with respect to any corporate reorganization or transaction under Rule 145 of the Securities Act, any registration statements related to the issuance or resale of securities issued in such a transaction or (iii) a registration related to stock issued upon conversion of debt securities.

  • Curative Allocation means any allocation of an item of income, gain, deduction, loss or credit pursuant to the provisions of Section 6.1(d)(xi).

  • Final Allocation has the meaning set forth in Section 2.3.

  • Initial Registration Statement means the initial Registration Statement filed pursuant to this Agreement.

  • Remainder Registration Statement has the meaning set forth in Section 2(a).

  • Asset Allocation The following single issuer limits shall apply on a market value basis, with exception of Money-Market funds and US Government guaranteed securities, which may be held without limit:

  • Plan of Allocation means the proposed plan of allocation of the Net Settlement Fund set forth in the Notice.

  • Closing Statement means the Closing Statement in the form on Annex A attached hereto.

  • Post-Closing Statement has the meaning set forth in Section 3.3(c).

  • Final Adjustment Statement has the meaning set forth in Section 2.6(c).