Allocation. Pursuant to Section 6 Sample Clauses

Allocation. Pursuant to Section 6. 11(a), the Parties have agreed to the Section 338(h)(10) Election and that Buyer shall be permitted to make an election under Section 338(g) of the Code with respect to Carlisle Mexico (the “338(g) Election”) as further described in Section 6.11(a) and, in connection with such elections, the Parties further agree that (a) the Purchase Price, as finally determined pursuant to Section 2.3(b) and as increased by capitalized costs and assumed liabilities of the Group Companies, shall be allocated for income Tax purposes among the assets of the Company (including the shares of capital stock of X.X. Holdings, Inc. and the equity interests in Carlisle Mexico held by the Company), and (b) within 60 days after the Purchase Price is finally determined pursuant to Section 2.3(b), Seller shall deliver to Buyer a statement reflecting the allocation of the Purchase Price (and the capitalized costs and assumed liabilities of the Group Companies) among the assets of the Company (including the shares of capital stock of X.X. Holdings, Inc. and the equity interests in Carlisle Mexico held by the Company) in a manner that is consistent with the allocation methodology provided by Section 338 of the Code and as set forth on Schedule 2.4 (the “Allocation”). Buyer shall have the right to review and comment on the Allocation, and Seller shall consider such changes to the Allocation as are reasonably requested by Buyer in writing. If Buyer and Seller are able to agree on the Allocation, then Buyer and Seller will jointly file IRS Form 8883 and applicable state forms with the applicable Tax Return for the year of this transaction reflecting the Allocation, and neither Buyer nor Seller shall take any position (whether in Tax Returns or otherwise) that is inconsistent with the Allocation unless required to do so by applicable Law. If Buyer and Seller cannot agree on the Allocation within 30 days after Seller delivers the Allocation to Buyer (or such longer period as Buyer and Seller may mutually agree in writing), then Buyer and Seller shall be permitted to file their respective IRS Forms 8883 and applicable state forms as they each determine to be correct. In the event that the Purchase Price is adjusted (as provided herein or otherwise), any such adjustment will be allocated among the assets of the Company (including the shares of capital stock of X.X. Holdings, Inc. and the equity interests in Carlisle Mexico held by the Company) in a manner consistent with the Allocation as eithe...
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Related to Allocation. Pursuant to Section 6

  • Pursuant to Section 6 2(a) of the Collateral Agency Agreement and subject to the conditions set forth in Section 13.1(b), the Initial Beneficiary hereby designates a portion of the Closed-End Units included in the Revolving Pool for allocation to a new Reference Pool, referred to as the "20[ ]-[ ] Reference Pool," within the Closed-End Collateral Specified Interest. Upon the effectiveness of this Exchange Note Supplement, the Initial Beneficiary shall direct the Titling Trustee and the Closed-End Collateral Agent to allocate or cause to be identified and allocated on their respective books and records the "20[ ]-[ ] Reference Pool," to be separately accounted for and held in trust independently from any other Asset Pool. Such Reference Pool shall initially include the Closed-End Units identified on Schedule 1 to this Exchange Note Supplement, which Closed-End Units shall belong exclusively to the 20[ ]-[ ] Reference Pool, and all other Titling Trust Assets to the extent related to such Closed-End Units (other than cash which does not constitute Closed-End Collections received after the Cut-Off Date, as specified in Section 13.2(a)(iii)); provided, that, any Closed-End Collections received on or prior to the Cut-Off Date for any such Closed-End Units identified on Schedule 1 shall not be allocated to the 20[ ]-[ ] Reference Pool.

  • Pursuant to Section 4 01, any amounts collected by a Servicer or the Master Servicer under any insurance policies (other than amounts to be applied to the restoration or repair of the property subject to the related Mortgage or released to the Mortgagor in accordance with the related Servicing Agreement) shall be deposited into the Distribution Account, subject to withdrawal pursuant to Section 4.03. Any cost incurred by the Master Servicer or the related Servicer in maintaining any such insurance (if the Mortgagor defaults in its obligation to do so) shall be added to the amount owing under the Mortgage Loan where the terms of the Mortgage Loan so permit; provided, however, that the addition of any such cost shall not be taken into account for purposes of calculating the distributions to be made to Certificateholders and shall be recoverable by the Master Servicer or such Servicer pursuant to Sections 4.01 and 4.03.

  • Pursuant to Section 3 03 of the Indenture Supplement, on each Distribution Date, the Indenture Trustee shall deposit into the Class A(2017-6) Interest Funding sub-Account the portion of Card Series Finance Charge Amounts allocable to the Class A(2017-6) Notes.

  • Pursuant to Section 5 10 of the Credit Agreement, each Subsidiary Loan Party of the Borrower that was not in existence or not such a Subsidiary Loan Party on the date of the Credit Agreement is required to enter into the Guarantee Agreement as Guarantor upon becoming such a Subsidiary Loan Party. Upon the execution and delivery, after the date hereof, by the Administrative Agent and such Subsidiary of an instrument in the form of Annex I hereto, such Subsidiary shall become a Guarantor hereunder with the same force and effect as if originally named as a Guarantor hereunder. The execution and delivery of any instrument adding an additional Guarantor as a party to this Agreement shall not require the consent of any Guarantor hereunder. The rights and obligations of each Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor as a party to this Agreement.

  • Pursuant to Section 9 02 of the ------------ -------------------------- Existing Indenture, Section 10.01 of the Existing Indenture is hereby amended and restated in its entirety to read as follows:

  • Pursuant to Section 2 1.(b) of the Credit Agreement, the Borrower hereby requests that the Lenders make Revolving Loans to the Borrower in an aggregate principal amount equal to $ .

  • Pursuant to Section 2.1 of this Agreement, the Seller conveyed to the Trust all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement including the Seller’s rights under the Purchase Agreement and the delivery requirements, representations and warranties and the cure or repurchase obligations of AmeriCredit thereunder. The Seller hereby represents and warrants to the Trust that such assignment is valid, enforceable and effective to permit the Trust to enforce such obligations of AmeriCredit under the Purchase Agreement. Any purchase by AmeriCredit pursuant to the Purchase Agreement shall be deemed a purchase by the Seller pursuant to this Section 3.2 and the definition of Purchased Receivable.

  • Amendment to Section 8 6(c). Section 8.6(c) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

  • Amendment to Section 6 11. Section 6.11 is hereby amended in its entirety to read as follows:

  • Amendment to Section 7 16. Section 7.16 of the Credit Agreement is amended and restated to read in its entirety as follows:

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