Allocation of Items Clause Samples

The Allocation of Items clause defines how specific goods, assets, or responsibilities are distributed between the parties involved in an agreement. Typically, this clause outlines which party will receive or be responsible for certain items, such as equipment, inventory, or intellectual property, either at the outset of the contract or upon its termination. By clearly specifying the allocation, this clause helps prevent disputes and ensures that both parties understand their rights and obligations regarding the designated items.
Allocation of Items. Included in Net Profits and Net Losses. Whenever a proportionate part of the Net Profits or Net Losses is allocated to a Member, every item of income, gain, loss, or deduction entering into the computation of such Net Profits or Net Losses shall be credited or charged, as the case may be, to such Member in the same proportion.
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Allocation of Items. In the case of an assessment or refund which is imposed or received with respect to an Income Tax Refund filed for a taxable period that includes but does not end on a Subsidiary's Split-off Date, the amount of the assessment or refund which relates to the portion of the taxable period ending on such Subsidiary's Split-off Date shall be determined by allocating the items to which the assessment or refund relates to the date on which such items are properly taken into account for Income Tax purposes, and in the case of any item which cannot be allocated to a specific date, by ratably allocating such item between the portion of the taxable period ending on such Subsidiary's Split-off Date and the portion of the taxable period beginning immediately after such Subsidiary's Split-off Date based on the number of days in such respective portions.
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Allocation of Items. Subject to any special allocation provided in Section 8.1(c), to the extent possible, each Member shall be allocated a share of each Company item allocated pursuant to this Section 9.1 in proporation the Net Income or Net Losses allocable pursuant to this Section 9.1.
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Allocation of Items. (a) All Net Profits, Net Losses, deductions, credits and allowances for any Fiscal Year shall be allocated to the Members in proportion to their respective Percentages of Membership Interest. (b) Notwithstanding the provisions of Section 3.3(a) above, any Net Profit or Net Loss shall be allocated among the Members as follows: (i) First, as to Net Profits derived from items of income and gain other than those items of income and gain attributable to Capital Proceeds: (A) First, such Net Profits shall be allocated to the Members, pro rata in accordance with their respective Percentage of Membership Interests, until the aggregate amount of Net Profits allocable under this Section 3.3(b)(i)(A) and Section 3.3(b)(ii)(A) is equal to the aggregate amount of Net Losses allocated to the Members pursuant to Section 3.3(b)(iii)(B); (B) Second, the balance of any such Net Profits shall be allocated to the Members, pro rata in accordance with their respective Percentage of Membership Interests, until the aggregate amount of Net Profits allocable under this Section 3.3(b)(i)(B) and Section 3.3(b)(ii)(B) is equal to the aggregate amount of Net Losses allocated to the Initial Members pursuant to Section 3.3(b)(iii)(A); (C) Thereafter, the balance of any such Net Profits shall be allocated among the Members in proportion to their respective Percentage of Membership Interests. (ii) Thereafter, as to Net Profits derived from items of income and gain attributable to Capital Proceeds: (A) First, such Net Profits shall be allocated to the Members, pro rata in accordance with their respective Percentage of Membership Interests, until the aggregate amount of Net Profits allocable under this Section 3.3(b)(ii)(A) and Section 3.3(b)(i)(A) is equal to the aggregate amount of Net Losses allocated to the Members pursuant to Section 3.3(b)(iii)(B); (B) Second, the balance of any such Net Profits shall be allocated to the Members, pro rata in accordance with their respective Percentage of Membership Interests, until the aggregate amount of Net Profits allocable under this Section 3.3(b)(ii)(B) and Section 3.3(b)(i)(B) is equal to the aggregate amount of Net Losses allocated to the Members pursuant to Section 3.3(b)(iii)(A); (C) Thereafter, the balance of any such Net Profits shall be allocated to the Members, pro rata in proportion to their respective Percentage of Membership Interests. (iii) As to Net Losses: (A) First, an amount of Net Losses equal to the aggregate positive balances (...
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Allocation of Items. Whenever a proportionate part of the Partnership's Net Profits or Net Losses is credited or charged to a Partner's Capital Account, every item of income, gain, loss or deduction entering into the computation of such Net Profit or Net Loss shall be considered either credited or charged, as the case may be, and every item of credit or tax preference related to such Net Profit or Net Loss and applicable to the period during which such Net Profit or Net Loss was realized shall be allocated to such account in the same proportion.
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Allocation of Items. For purposes of determining Taxes that relate to periods ending on or prior to the Tax Closing Date (or the portion of any Straddle Period ending on the Tax Closing Date), for purposes of determining Sellers’ requirement to indemnify for Taxes under Section 9(a) and for purposes of preparing the Tax Returns described in Section 9(b), (i) Taxes determined by reference to income, capital gains, gross income, gross receipts, sales, net profits, windfall profits or similar items or resulting from a transfer of assets shall be determined based on an interim closing of the books as of the close of business on the Tax Closing Date; (ii) all other Taxes shall be determined based on a pro rata allocation based on the number of days in the taxable period for which each party is liable for Taxes hereunder; and (iii) the Parties agree that, for all Tax purposes, any deduction, subtraction, or credit arising from or related to the Aggregate Stock Option Cancellation Payment shall be allocable in full to the period beginning on the Closing Date, and the Parties agree, and shall cause Company, IAA, and IAJ, to file all Tax Returns consistent with such allocations.
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Allocation of Items. Any allocation to a member of Profit or Loss shall be treated as an allocation to such Member of the same share of each item of income, gain, loss or deduction that is taken into account in computing Profit or Loss. Unless otherwise specified herein to the contrary, any allocation to a Member of items of Company income, gain, loss or deduction shall be treated as an allocation of a pro rata portion of each item of Company income, gain, loss or deduction. THIS FIRST AMENDMENT TO OPERATING AGREEMENT OF RTM ACQUISITION COMPANY, L.L.C., (this “Amendment”) made and entered into as of January 1, 2000, by and among the undersigned. WHEREAS, RTM ACQUISITION COMPANY, L.L.C., a Georgia limited liability company, (the “Company”) was formed pursuant to Articles of Organization dated as of April 8, 1997, and that certain RTM ACQUISITION COMPANY, L.L.C., Operating Agreement dated as of April 8, 1997, by and among the persons set forth below under the heading “Current Members” (the “Operating Agreement”);
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Allocation of Items. For purposes of determining Taxes that relate to periods ending on or prior to the Tax Closing Date (or the portion of any Straddle Period ending on the Tax Closing Date) and for purposes of preparing the Tax Returns described in Section 9.1(b), (i) Taxes determined by reference to income, capital gains, gross income, gross receipts, sales, net profits, windfall profits or similar items or resulting from a transfer of assets shall be determined based on an interim closing of the books as of the close of business on the Tax Closing Date; (ii) all other Taxes shall be determined based on a pro rata allocation based on the number of days in the taxable period for which each party is liable for Taxes hereunder; and (iii) the Parties agree that, for all Tax purposes, any deduction, subtraction, or credit arising from or related to any payment by the Company in cancellation of a Company Option shall be allocable in full to the period ending on or prior to the Tax Closing Date, and the Parties agree, and shall cause Company, Surviving Company, and Buyer to file all Tax Returns consistent with such allocation.
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Related to Allocation of Items

  • Collection of Items We act only as your agent and we are not responsible for handling items for deposit or collection beyond the exercise of ordinary care. We are not liable for the negligence of any correspondent or for loss in transit, and each correspondent will only be liable for its own negligence. We may send any item for collection. Items drawn on an institution located outside the United States are handled on a collection basis only. You waive any notice of nonpayment, dishonor, or protest regarding items we purchase or receive for credit or collection to your account. We reserve the right to pursue collection of previously dishonored items at any time, including giving a payor financial institution extra time beyond any midnight deadline limits.

  • Allocation of Tax Items To the extent permitted by section 1.704-1(b)(4)(i) of the Treasury Regulations, all items of income, gain, loss and deduction for federal and state income tax purposes shall be allocated to the Members in accordance with the corresponding "book" items thereof; however, all items of income, gain, loss and deduction with respect to Assets with respect to which there is a difference between "book" value and adjusted tax basis shall be allocated in accordance with the principles of section 704(c) of the IRS Code and section 1.704-1(b)(4)(i) of the Treasury Regulations, if applicable. Where a disparity exists between the book value of an Asset and its adjusted tax basis, then solely for tax purposes (and not for purposes of computing Capital Accounts), income, gain, loss, deduction and credit with respect to such Asset shall be allocated among the Members to take such difference into account in accordance with section 704(c)(i)(A) of the IRS Code and Treasury Regulation section 1.704-1(b)(4)(i). The allocations eliminating such disparities shall be made using any reasonable method permitted by the Code, as determined by the Manager.

  • Allocation of Overtime Subject to the operational requirements of the service, the Employer shall make every reasonable effort: (a) to allocate overtime work on a fair and equitable basis among readily available and qualified employees; and (b) where overtime is predictable, employees shall be provided with a minimum of four (4) hours notice.

  • Administration of Inventory Each Borrower shall keep records of its Inventory which records shall be complete and accurate in all material respects. Each Borrower shall furnish to Agent Inventory reports concurrently with the delivery of each Borrowing Base Certificate described in subsection 8.1.4 or more frequently as reasonably requested by Agent, which reports will be in such format and detail as Agent shall reasonably request and shall include a current list of all locations of such Borrower’s Inventory. Each Borrower shall conduct a physical inventory no less frequently than annually and shall provide to Agent a report based on each such physical inventory promptly thereafter, together with such supporting information as Agent shall reasonably request.

  • Allocation of Profits and Losses The Company’s profits and losses shall be allocated to the Member.