Allocation Principles. 6.1 The Transportation Arrangements provide for the quantities of gas delivered and offtaken at the Interconnection Point to be allocated among each Operator’s Shippers in respect of Gas Day D, based on the Confirmed Nomination Quantities, as follows:
Allocation Principles. 7.1 All items of cost and revenue included in Settlements hereunder shall be related to the provision of or receipt of transmission service or a related (“ancillary”) service by one or more Members on behalf of one or more of the Members. The allocation methods used to share such costs and revenues, as specified in Appendix I, shall be made pursuant to direction by the Transmission Committee.
Allocation Principles. (a) Where costs or expenses relate to the Rail Study and other works, and those costs or expenses are reasonably attributable to the other works, then those costs or expenses will be allocated by Aurizon Network to the other works to which they are reasonably attributable.
Allocation Principles. Any payments or reimbursements to Sellers by Buyer or its Affiliates under this Agreement (including, without limitation, the Purchase Price, the Final Adjustment Payment and indemnification payments pursuant to Article VIII and Article IX) shall be allocated between Sellers and further allocated to the Acquired Company Shares and among the Acquired Company Subsidiaries in accordance with the principles set forth in Exhibit A hereto.
Allocation Principles. 6.1 The basis for the quantities delivered and offtaken at the Interconnection Point to be allocated among NGG's, PTLs and GNI's respective Shippers in respect of each Gas Flow Day (in accordance with their Transportation Arrangements) is set out in the Tripartite Agreements, such that on an OBA Day Shippers shall be allocated Confirmed Nomination Quantities and on a non-OBA Day, Proportional Allocation shall apply and where:
Allocation Principles. 1. Equity Securities of Elemental - $250,000 of the Purchase Price (the “Elemental Purchase Price”).
Allocation Principles. (a) The Company hereby adopts, and agrees to act in accordance with, the Allocation Principles until such time as AHI Member, the Principals and their respective Affiliates are no longer required to act in accordance with the Allocation Principles pursuant to this Section 6.7.
Allocation Principles. 1. Assess the Service function process-by-process to determine what remains subject to allocation pursuant to the Agreement and what goes into business.
Allocation Principles. [The schedules, exhibits and annexes to this agreement have been omitted. The registrant hereby agrees to furnish supplementally a copy of any omitted schedule, exhibit or annex to this agreement to the Securities and Exchange Commission upon its request.] ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of April 11, 2007, by and among Edgen Xxxxxx Corporation, a Nevada corporation (“Parent”), Edgen Xxxxxx LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Buyer”), Petro Steel International, L.P., a Pennsylvania limited partnership (“Petro Steel”), Petro Steel International, LLC, a Pennsylvania limited liability company (the “General Partner,” together with Petro Steel, the “Company”), and Xxxx Xxxxxx (“Xx. Xxxxxx”), Xxxxx Xxxxxxxx (“Xx. Xxxxxxxx”) and Xxxx Xxxxxxxxxx (“Xx. Xxxxxxxxxx,” together with Xx. Xxxxxx and Xx. Xxxxxxxx, the “Limited Partners” and, together with Xx. Xxxxxx, Xx. Xxxxxxxx and the General Partner, the “Partners”).
Allocation Principles. It is intended that the Capital Accounts be maintained at all times in accordance with Section 704 of the Code and applicable Treasury regulations thereunder to have substantial economic effect, and that the provisions hereof relating to the Capital Accounts be interpreted in a manner consistent therewith. The General Partner is authorized to make appropriate amendments to the allocations of items pursuant to this Section if necessary in order to comply with Section 704 of the Code or applicable Treasury regulations thereunder. Notwithstanding anything else contained in this Article VI, if any Limited Partner has a deficit Capital Account for any allocation period as a result of an adjustment, allocation or distribution described in Treas. Reg. Section 1.704-1(b)(2)(ii)(d)(4) through (6), the Partnership’s income and gain will be specially allocated to such Partner in an amount and manner sufficient to eliminate such deficit as quickly as possible in accordance with Treas. Reg. Section 1.704-1(b)(2)(ii)(d) so as to constitute a “qualified income offset”. For the avoidance of doubt, the General Partner shall make allocations of income or losses, solely for tax purposes, to take into account any variation between Book Value and the adjusted basis of any property contributed to the Partnership (including the Rollover Units). Similarly, if the Book Value of any Partnership property is adjusted, as provided in Treasury Regulations Section 1.704-1(b)(2)(iv), then subsequent allocations of income, gain, loss and deduction shall be as provided in Code Section 704(c) and the related Treasury Regulations. For the avoidance of doubt, allocations pursuant to Code Section 704(c) and related Treasury Regulations to take into account the variation between Book Value and adjusted basis of any property of the Partnership under this Section 6.02(e) shall be made in accordance with the traditional method set forth in Treasury Regulation Section 1.704-3(b) and are solely for purposes of U.S. federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Partner’s Capital Account or share of Profits, Losses, or other items or distributions under any other provision of this Agreement. Any special allocations to the Capital Accounts under this Section 6.02(e) shall be taken into account in computing subsequent allocations of Profits and Losses or items thereof pursuant to this Section 6.02 so that the net amounts allocated to the Partn...
