Total Tax Consideration definition
Examples of Total Tax Consideration in a sentence
Buyer shall deliver to the Seller a statement containing Buyer’s proposed allocation of the Total Tax Consideration among the Purchased Assets (the “Allocation Statement”) and a draft IRS Form 8594 as proposed to be included by Buyer with its Tax Return for the taxable year of the Closing.
In the event that any taxing authority disputes the allocation of the Total Tax Consideration among the Assets as reflected by either Buyer or Seller on their respective Tax Returns, Buyer or Seller, as the case may be, shall promptly notify the other party of the existence and nature of such dispute, and upon the resolution of such dispute, advise the other party of the details of such resolution.
Within 60 days after the Closing Date, Buyer shall prepare and deliver to Seller an allocation schedule allocating the Total Tax Consideration among the Assets (the “Allocation Schedule”).
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 to the Allocation Schedule by written notice to Buyer within thirty (30) Business Days after receipt by Seller of the Allocation Schedule, then the Allocation Schedule shall be deemed to have been accepted and agreed upon, and final and conclusive, for purposes of this Agreement; provided, however, that such Allocation Schedule shall be subject to any adjustment upon and as a result of any adjustment to the Total Tax Consideration.
In the event that any adjustment to the Final Closing 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), the Buyer shall promptly provide the Sellers a revised Allocation Statement and the principles of this Section 2.7(a) shall apply to each such revised Allocation Statement.
The determination and allocation of the Total Tax Consideration pursuant to this Section 6.03 shall be binding on the Sellers and Buyer and all their respective Affiliates for all Tax reporting purposes, including Form 8594, and Treasury Regulations Sections 1.743-1(k) and 1.751-1(a)(3), as applicable.
Buyer and the Sellers agree to treat any amounts payable after the Closing by the Sellers to Buyer (or by Buyer to the Sellers) pursuant to this Agreement (including, for the avoidance of doubt, adjustment payments made pursuant to Section 2.05(d)) as an adjustment to the Total Tax Consideration, unless otherwise required by applicable Laws.
In the event that any adjustment to the Purchase Price is paid between the parties hereto 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 a revised Tax Allocation Statement and the principles of this Section 6.02(c)(i) shall apply to each such revised Tax Allocation Statement.
If any Taxing Authority disputes the amount of or allocation of the Total Tax Consideration among the Assets as reflected by any Party or their Affiliates on their respective Tax Returns, the Buyer or Parent, as the case may be, shall promptly notify the other of the existence and nature of such dispute, and any resolution thereof.