Accounting Considerations Sample Clauses

Accounting Considerations. Notwithstanding anything contained herein or in any Award Agreement to the contrary, except with respect to redemptions pursuant to Article XI, the sale or other disposition (whether pursuant to a call right, put right or otherwise) of Class B Units shall be delayed (and the terms upon which such sale or disposition occurs shall be modified) to the extent the Company determines that such delay or modification is necessary for the award pursuant to which such Class B Units were made to be classified as an equity award under Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718, Stock Compensation (or any applicable successor standards).
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Accounting Considerations. Notwithstanding anything contained herein or in any Award Agreement to the contrary, the sale or other disposition (whether pursuant to a call right, put right or otherwise) of Management Units shall be delayed (and the terms upon which such sale or disposition occurs shall be modified) to the extent the Company determines that such delay or modification is necessary for the award pursuant to which such Management Units were made to be classified as an equity award under Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718, Stock Compensation (or any applicable successor standards).
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Accounting Considerations. (a) In computing the Average Operating Income, (i) intercompany accounting charges that relate to general overhead allocations by OHM to the Company shall be excluded from such computation, (ii) intercompany accounting charges that relate to services actually provided by or caused to be provided by OHM to or for the direct benefit of the Company shall be included in such computation, including, without limitation, charges relating to employee benefits provided to employees of the Company, insurance, professional services and bonding fees and (iii) the financial impact of acquisitions which result in a business combination with the Company shall be excluded from such computation, unless (A) it is agreed upon in advance by OHM and Executive if he is employed an an executive of the Company at the time of such acquisition (or Robexx Xxxxxxxx, xx Executive is not employed as an executive of the Company at such time and Newbxxxx xx employed as an executive of the Company at such time, or Scotx Xxxxx,xx Executive and Robexx Xxxxxxxx xxx not employed as executives of the Company at such time and Doxex xx employed as an executive of the Company at such time) (the "Shareholder Representative"), that such acquisition will be included in computing the Average Operating Income and (B) the financial performance levels set forth in section 4.1(b) are adjusted to take into account the effect of such acquisition, with such adjustments agreed to by OHM and the Shareholder Representative. Notwithstanding the foregoing, OHM agrees that it shall not cause the Company to engage in any acquisitions until after the third anniversary of the Effective Date if (i) none of Executive, Robexx Xxxxxxxx xx Scotx Xxxxx xxx employed by the Company and (ii) one or more of Executive, Newbxxxx xx Doxex xxx entitled to the Earnout Consideration.
Sample 1
Accounting Considerations. The Paddy Power financial year ends on 31 December and the Betfair financial year ends on 30 April. It is intended that Paddy Power Betfair will have an accounting financial year ending on 31 December and that it will pay an interim dividend in September and a final dividend in May. It is also expected that Paddy Power Betfair’s reporting currency will be GBP. For accounting purposes, it is expected that Betfair will be consolidated into Paddy Power’s balance sheet. A fair value exercise in respect of Betfair’s assets and liabilities will be conducted following Completion, resulting in Betfair’s assets and liabilities being included at fair value on the Combined Group’s balance sheet. Intangible assets arising will include goodwill and brands.
Sample 1
Accounting Considerations. We follow the applicable accounting rules for our equity-based compensation. The applicable accounting rules require companies to calculate the grant date value of equity-based awards using a variety of assumptions. This calculation is performed for accounting purposes and reported in the compensation tables, even though the equity award recipients may never realize any value from their awards. The applicable accounting rules also require companies to recognize the compensation cost of their equity-based awards in their income statements over the period that a recipient is required to render service in exchange for the equity award.
Sample 1
Accounting Considerations a. Record direct costs in a manner consistent with the budgets in a formal system controlled by the general books of account. This one is great fun. Here you have an opportunity to work with an accountant and to tell him which boxes you need the beans to go in. The accountant will ignore this insult and reward you with a wall of silence or today’s business oriented version will tell you how to do your job. Normal behaviour also dictates that the information provided by the project will not be available from the accounts for at least six weeks. This is a golden opportunity to let out of control projects stay there. People will also start keeping their own records which will never match anyone else’s. Great fuel for heated debate.
Sample 1
Accounting Considerations. (a) In computing the Average Operating Income, (i) intercompany accounting charges that relate to general overhead allocations by OHM to the Company shall be excluded from such computation, (ii) intercompany accounting charges that relate to services actually provided by or caused to be provided by OHM to or for the direct benefit of the Company shall be included in such computation, including, without limitation, charges relating to
Sample 1
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Accounting Considerations. The Parties have structured the Manufacturing and Commercialization provisions of this Agreement with a view to permitting *** Approximately 3 lines omitted ***. The Parties will use reasonable efforts to cause the current Manufacturing and Commercialization provisions to satisfy the foregoing accounting objectives. Notwithstanding any provision of this Agreement, if ELAN at any time can reasonably demonstrate to AHPC that the Manufacturing and Commercialization provisions do not achieve the foregoing accounting objectives, the Parties agree to negotiate in good faith to achieve these accounting objectives (subject to the provisions of Article 11), which shall, if required, include, but not be limited to, modification of responsibility for Product Distribution in some countries. CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS (*) DENOTE SUCH OMISSIONS.
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Accounting Considerations 
Sample 1

Related to Accounting Considerations

  • Financial Considerations 5.1 In the event aggregate funding provided to SCDDO from county, state and/or federal sources is reduced or in any way becomes insufficient to fund this Agreement, the obligations of both SCDDO and the CSP must thereupon be: (1) reduced on a pro rata basis, or (2) renegotiated or terminated, provided that any termination of this Agreement must be without prejudice to any obligations or liabilities of the parties accrued prior to the termination.

  • FINANCIAL CONSIDERATION A. The College/University and the Facility shall each bear their own costs associated with this Agreement and no payment is required by either the College/University or the Facility to the other party, except that, where applicable, the Facility shall pay the tuition and other educational fees of students it places in the clinical experience program.

  • Special Considerations Special considerations in determining allowability of compensation will be given to any change in a non-Federal entity's compensation policy resulting in a substantial increase in its employees' level of compensation (particularly when the change was concurrent with an increase in the ratio of Federal awards to other activities) or any change in the treatment of allowability of specific types of compensation due to changes in Federal policy.

  • Closing Consideration The closing consideration shall be delivered at the Closing as follows:

  • Accounting Rights Business Associate shall, within ten days of receiving a written request from Covered Entity, maintain and make available to Covered Entity the information necessary for Covered Entity to satisfy its obligations to provide an accounting of Disclosure under 45 C.F.R. 164.528.

  • Tax and Accounting Consequences (a) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.

  • Additional Considerations For each mediation or arbitration:

  • Adjustments to Merger Consideration The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization or other like change with respect to Company Common Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective Time.

  • General Considerations a. All reports, drawings, designs, specifications, notebooks, computations, details, and calculation documents prepared by Vendor and presented to the Board pursuant to this Agreement are and remain the property of the Board as instruments of service.

  • Merger Consideration Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of any Person:

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