Allocation Between Assignor and Assignee Sample Clauses

The "Allocation Between Assignor and Assignee" clause defines how rights, obligations, and benefits are divided between the original party (assignor) and the new party (assignee) following an assignment of a contract or asset. Typically, this clause specifies which party is responsible for liabilities or entitled to benefits that arise before or after the effective date of the assignment. For example, the assignor may retain responsibility for obligations incurred prior to the assignment, while the assignee assumes those arising afterward. The core function of this clause is to ensure a clear and fair distribution of responsibilities and entitlements, thereby preventing disputes over who is accountable for specific events or payments.
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Allocation Between Assignor and Assignee. The initial Capital Account Balance for a transferee of Units pursuant to this Agreement shall be that of the transferor on the date the transfer is effective hereunder. The portion of the income, gain, losses, credits and deductions of the Partnership for any Partnership Fiscal Year during which a Partner transfers its interest in the Partnership pursuant to this Agreement is allocable to the transferor and the transferee on the basis of the number of days during the relevant fiscal year that each is the owner thereof, using a reasonable daily proration method.
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Allocation Between Assignor and Assignee. The portion of the income, gain, losses, credits, and deductions of the Company for any Fiscal Year of the Company during which a Membership Interest is assigned by a Member (or by an assignee or successor in interest to a Member), that is allocable with respect to such Membership Interest will be apportioned between the assignor and the assignee of the Membership Interest on whatever reasonable, consistently applied basis selected by the Manager and permitted by the applicable Treasury Regulations under Section 706 of the Code.
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Allocation Between Assignor and Assignee. The portion of the income, gain, losses, credits, and deductions of the Company for any Fiscal Year during which a membership interest in the Company is assigned by a Member (or by an assignee or successor in interest to a Member), that is allocable with respect to such interest shall be apportioned between the assignor and the assignee of the interest on whatever reasonable, consistently applied basis is selected by 91 CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS. the Tax Matters Member and permitted by the applicable Treasury Regulations under Code Section 706.
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Allocation Between Assignor and Assignee. In the case of the Assignment by a Member or an assignee of Financial Rights of part or all of his, her, or its Membership Interest or Financial Rights during any fiscal year, the taxable income or loss allocable to such Membership Interest or Financial Rights in respect to such fiscal year shall be allocated between the assignor and the assignee in proportion to the number of months during such fiscal year that each was the holder of such Membership Interest or Financial Rights, determined by reference to the date the Assignment thereof became effective pursuant to Section 5.09 hereof.
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Allocation Between Assignor and Assignee. The portion of the income, gain, losses, credits and deductions of the Partnership for any fiscal year of the Partnership during which a Partner transfers its interest in the Partnership pursuant to this Agreement is allocable to the transferor and the transferee on the basis of the number of days during the relevant fiscal year that each is the owner thereof, using a reasonable daily pro ration method.
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Allocation Between Assignor and Assignee. In the case of the assignment of Membership Interests during any fiscal year, (i) the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the Membership Interest transferred, and (ii) Net Income or Net Losses allocable to such transferred Membership Interest with respect to such fiscal year shall be allocated between the assignor and the assignee in proportion to the number of days during such fiscal year that each was the owner of such Membership Interest; provided, however, that the Board, in its sole discretion, may close the Company's books on an interim basis for purposes of allocating Net Income and Net Losses between the assignor and assignee.
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Allocation Between Assignor and Assignee. The portion of the income, gain, losses, credits, and deductions of the Company for any Fiscal Year during which a Percentage Interest is assigned by a Member (or by an assignee or successor in interest to a Member), that is allocable with respect to such Percentage Interest will be apportioned between the assignor and the assignee of the Percentage Interest on whatever reasonable, consistently applied basis is selected by the Tax Matters Member and permitted by the applicable Treasury Regulations under Section 706 of the Code.
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Allocation Between Assignor and Assignee. For any Fiscal Year during which a Percentage Interest is assigned by a Member (or by an assignee or successor in interest to a Member), the portion of the income, gain, losses, credits, and deductions of the Company that is allocable with respect to such Percentage Interest shall be apportioned between the assignor and the assignee of the Percentage Interest on the basis of an interim closing of the books, unless the Members agree to some other reasonable, consistently applied basis permitted by the applicable Treasury Regulations under Section 706 of the Code; provided, however, that any adjustments to the Gross Asset Value of a Company asset treated as gain or loss under clause (iii) of the definition of “Net Income” and “Net Losses” shall be allocated only to those persons who were Members immediately before the event giving rise to such adjustment.
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Allocation Between Assignor and Assignee. For any Fiscal Year during which a Unit is assigned by a Member (or by an assignee or successor in interest to a Member), the portion of the income, gain, losses, credits, and deductions of the Company that is allocable with respect to such Unit shall be apportioned between the assignor and the assignee of the Unit on the basis of an interim closing of the books, unless the Members agree to some other reasonable, consistently applied basis permitted by the applicable Treasury Regulations under Section 706 of the Code.
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Related to Allocation Between Assignor and Assignee

  • Enurement and Assignment This Agreement shall enure to the benefit of the parties hereto and their respective successors and permitted assigns and shall be binding upon the parties hereto and their respective successors. This Agreement may not be assigned by any party hereto without the prior written consent of each of the other parties hereto.

  • Variation and assignment No variation of this agreement shall be valid or effective unless it is in writing. We may amend this TOBA by sending you either a notice of amendment in writing or a revised TOBA. We are entitled to assign this TOBA to any other Affiliate for so long as such company remains an Affiliate.

  • Transfer and Assignment Party A may assign or transfer any of its rights or delegate any of its duties hereunder to any Affiliate of Party A that has a long-term issuer rating or a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Party A’s credit rating at the time of such assignment or transfer so long as (a) such assignee or transferee is organized under the laws of the United States or any State thereof; (b) Party B will not be required to pay to such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay Party A in the absence of such assignment or transfer; (c) Party B will not receive a payment from which an amount has been withheld or deducted on account of a Tax under Section 2(d)(i) of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; and (d) no Event of Default, Potential Event of Default or Termination Event will occur as a result of such assignment or transfer. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

  • Binding on Successors, Transferees and Assigns; Assignment This Security Agreement shall remain in full force and effect until the Termination Date has occurred, shall be binding upon the Grantors and their successors, transferees and assigns and shall inure to the benefit of and be enforceable by the Lender; provided that no Grantor may assign any of its obligations hereunder without the prior consent of the Lender.

  • Termination and Assignment (a) This Agreement may be terminated at any time, upon sixty days’ written notice, without the payment of any penalty, (i) by the Trustees, (ii) by the vote of a majority of the outstanding voting securities of the Fund; (iii) by Manager with the consent of the Trustees, or (iv) by Subadviser. (b) This Agreement will terminate automatically, without the payment of any penalty, (i) in the event of its assignment (as defined in the Investment Company Act) or (ii) in the event the Management Contract is terminated for any reason.