Asset Allocations Sample Clauses

Asset Allocations. If, at any time after the Closing Date, either RSG or Buyer determines in good faith that any Contract (whether or not an Assumed Contract, and including any Contract right related to a Xxxxxxxx Disposal Account) relates both to the Xxxxxxxx Company Assets and to assets, facilities or customers that are not included in the Xxxxxxxx Company Assets, the parties will use their good faith efforts to enter into arrangements, including subcontracting arrangements, bifurcation arrangements, operating agreements and/or modifications of the applicable Contract, to allocate reasonably and fairly the benefits and burdens thereof based on the relationship of such Contract to the Xxxxxxxx Company Assets and such assets, facilities or customers. If, at any time prior to or after the Closing Date, either RSG or Buyer identifies any tangible personal property (whether or not listed on the schedules hereto), Contract right or other asset owned by the Company that RSG or Buyer, as the case may be, reasonably concludes in good faith (i) was not used or held in connection with the ownership or operation of the Xxxxxxxx Company Assets during the Hold Separate Period and (ii) was inadvertently retained by the Company in error at the time the Shares were conveyed by Seller to Buyers, the parties will use good faith efforts to cause such tangible personal property, Contract right or other asset to be conveyed to Seller or an Affiliate of Seller or, if such conveyance is not reasonably practicable, to enter into other arrangements affording Seller or such Affiliate the benefit of such tangible personal property or Contract right. If, at any time after the Closing Date, RSG or Buyer identifies any tangible personal property, Contract right (whether or not listed on the schedules hereto) or other asset not owned by the Company that that RSG or Buyer, as the case may be, reasonably concludes in good faith (i) was used or held in connection with the ownership or operation of the Xxxxxxxx Company Assets during the Hold Separate Period, and (ii) was inadvertently not transferred to the Company in error prior to the time the Shares were conveyed by Seller to Buyers, the parties will use good faith efforts to cause such tangible personal property, Contract right or other asset to be conveyed to a Buyer or an Affiliate of Buyer or, if such conveyance is not reasonably practicable, to enter into other arrangements affording Buyer or such Affiliate the benefit of such tangible personal prope...
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Asset Allocations. The Deqing Government has injected high-quality assets into the Group since its establishment in 2017. For example, in July 2019, Zhejiang Deqing County Transportation Investment Group Co., Ltd. (浙江省德清縣交通投資集團公司) had transferred 100.0 per cent. of its equity interest in Deqing Water Affairs Co., Ltd. (德清縣水務有限公司) to the Group with no consideration. • Fiscal Subsidies from the PRC Government. For the year ended 31 December 2020, the amount of government grants received by the Group in support of its land development and water supply and water treatment businesses were approximately RMB337.7 million. The Group believes that its experience and strong support from the Deqing Government will provide it with additional opportunities to participate in the development of the region. In addition, since the ultimate controlling shareholder of the Group, Xxxxxx XXXXX is under the direct leadership of the Deqing Government, Deqing Government closely participates in and affects the decision-making of key investments and appointment of directors, supervisors and senior management of the Group. The Group and the Deqing Government normally conduct detailed discussions and follow requisite appraisal procedures to ensure that informed and viable investment decisions are made. Major transactions require approval from the Deqing Government. As the Group believes that the Deqing Government will continue to be the ultimate controller of the Group in the foreseeable future, the role of the Deqing Government and its participation in the Group’s operations distinguish the Group from its competitors in the industries where it operates and that the Deqing Government will provide effective support in implementing the Group’s plans and achieving its goals. The Group has a strong project pipeline with abundant land reserves warranting sustainable revenue and operating cash inflow from land development in the future. The Group believes that its abundant land reserves are critical for the Group to achieve sustainable operating revenue and operating cash inflow from land development in the future. As at 31 December 2020, the Group held the land use rights of approximately 3,124.6 Mu of developed land for future transfer, which the Group believes if to be transferred in the next three years will generate sufficient income for project construction, continuing investment in land development business and daily operations. The Group believes that this strong project pipeline will provide increas...

Related to Asset Allocations

  • Tax Allocations Each item of income, gain, loss or deduction recognized by the Company shall be allocated among the Members for U.S. federal, state and local income tax purposes in the same manner that each such item is allocated to the Member’s Capital Accounts pursuant to Section 3.2(d) or as otherwise provided herein, provided that the Board may adjust such allocations as long as such adjusted allocations have substantial economic effect or are in accordance with the interests of the Members in the Company, in each case within the meaning of the Code and the Treasury Regulations. Tax credits and tax credit recapture shall be allocated in accordance with the Members’ interests in the Company as provided in Treasury Regulations section 1.704-1(b)(4)(ii). Items of Company taxable income, gain, loss and deduction with respect to any property (other than cash) contributed to the capital of the Company or revalued shall, solely for tax purposes, be allocated among the Members, as determined by the Board in accordance with Section 704(c) of the Code, so as to take account of any variation between the adjusted basis of such property to the Company for U.S. federal income tax purposes and its fair market value at the time of contribution or revaluation, as the case may be. All of the Members agree that the Board is authorized to select the method or convention, or to treat an item as an extraordinary item, in relation to any variation of any Member’s interest in the Company described in section 1.706-4 of the Treasury Regulations in determining the Members’ distributive shares of Company items. All matters concerning allocations for U.S. federal, state and local and non-U.S. income tax purposes, including accounting procedures, not expressly provided for by the terms of this Agreement shall be determined by the Board in its sole discretion. Each Class B Ordinary Share is intended to be treated as a profits interest for U.S. federal income tax purposes, and all of the Members agree to report consistently with, and to take any action requested by the Board to ensure, such treatment.

  • Other Allocations Except as otherwise provided in this Agreement, all items of Partnership income, loss, deduction, and any other allocations not otherwise provided for shall be divided among the Unit Holders in the same proportions as they share Profits or Losses, as the case may be, for the year.

  • Account Allocations In the event that any of the Sellers is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement, including by reason of the application of the provisions of Section 9.02 or any order of any Governmental Authority (a “Transfer Restriction Event”), then, in any such event, (a) the Sellers and the Servicer agree (except as prohibited by any such order) to allocate and pay to the Trust, after the date of such inability, all Collections, including Collections of Receivables transferred to the Trust prior to the occurrence of such event, and all amounts which would have constituted Collections but for such Seller’s inability to transfer Receivables (up to an aggregate amount equal to the amount of Receivables transferred to the Trust by such Seller in the Trust on such date), (b) the Sellers and the Servicer agree that such amounts will be applied as Collections in accordance with Article IV and the terms of each Supplement and (c) for so long as the allocation and application of all Collections and all amounts that would have constituted Collections are made in accordance with clauses (a) and (b) above, Principal Receivables and all amounts which would have constituted Principal Receivables but for such Seller’s inability to transfer Receivables to the Trust which are written off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV and the terms of each Supplement. For the purpose of the immediately preceding sentence, the Sellers and the Servicer shall treat the first received Collections with respect to the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust as of the date of the occurrence of such event. If any of the Sellers or the Servicer is unable pursuant to any Requirements of Law to allocate Collections as described above, the Sellers and the Servicer agree that, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall have such payments applied as Collections in accordance with Article IV and the terms of each Supplement. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Trust shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and the terms of each Supplement.

  • Book Allocations The net income and net loss of the Company shall be allocated entirely to the Member.

  • Cost Allocation Cost allocation of Generator Interconnection Related Upgrades shall be in accordance with Schedule 11 of Section II of the Tariff.

  • Capital Accounts Allocations There shall be established in respect of each Holder a separate capital account in the books and records of the Up-MACRO Holding Trust in respect of the Holder's Capital Contributions to the Up-MACRO Holding Trust (each, a "Capital Account"), to which the following provisions shall apply:

  • Section 704(c) Allocations Notwithstanding Section 6.5.A hereof, Tax Items with respect to Property that is contributed to the Partnership with an initial Gross Asset Value that varies from its basis in the hands of the contributing Partner immediately preceding the date of contribution shall be allocated among the Holders for income tax purposes pursuant to Regulations promulgated under Code Section 704(c) so as to take into account such variation. With respect to Partnership Property that is contributed to the Partnership in connection with the General Partner’s initial public offering, such variation between basis and initial Gross Asset Value shall be taken into account under the “traditional method” as described in Regulations Section 1.704-3(b). With respect to other Properties, the Partnership shall account for such variation under any method approved under Code Section 704(c) and the applicable Regulations as chosen by the General Partner. In the event that the Gross Asset Value of any Partnership asset is adjusted pursuant to subsection (b) of the definition of “Gross Asset Value” (provided in Article 1 hereof), subsequent allocations of Tax Items with respect to such asset shall take account of the variation, if any, between the adjusted basis of such asset and its Gross Asset Value in the same manner as under Code Section 704(c) and the applicable Regulations and using the method chosen by the General Partner; provided, however, that the “traditional method” as described in Regulations Section 1.704-3(b) shall be used with respect to Partnership Property that is contributed to the Partnership in connection with the General Partner’s initial public offering. Allocations pursuant to this Section 6.5.B are solely for purposes of Federal, state and local income taxes and shall not affect, or in any way be taken into account in computing, any Partner’s Capital Account or share of Net Income, Net Loss, or any other items or distributions pursuant to any provision of this Agreement.

  • Special Allocations The following special allocations shall be made in the following order:

  • General Allocations 26 Section 6.3

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