Case Allocation Sample Clauses

Case Allocation. (a) As of the Distribution Date, Spinco shall, and, as applicable, shall cause the other members of the Spinco Group to, (i) diligently conduct, at its sole cost and expense, the defense of the Spinco Actions, including the Spinco Actions listed on Schedule 5.01(a) and any applicable future Spinco Actions; (ii) notify PNX of material litigation developments related to the Spinco Actions; and (iii) agree not to file any cross claim or institute separate legal proceedings against PNX in relation to the Spinco Actions.
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Case Allocation. (a) As of the Distribution Date, Patriot shall, and, as applicable, shall cause the other members of the Patriot Group to, (i) diligently conduct, at its sole cost and expense, the defense of the Patriot Actions, including the Patriot Actions listed on Schedule 5.01(a) and any applicable future Patriot Actions; (ii) notify PEC of material litigation developments related to the Patriot Actions; and (iii) agree not to file any cross claim or institute separate legal proceedings against PEC in relation to the Patriot Actions.
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Case Allocation. (a) As of the Distribution Date, Rightside shall, and, as applicable, shall cause the other Rightside Entities to (i) diligently conduct, at its sole cost and expense, the defense of the Rightside Actions, including the Rightside Actions listed on Schedule 6.1(a) and any applicable future Rightside Actions; (ii) notify Demand Media of material litigation developments related to the Rightside Actions; and (iii) agree not to file any cross claim or institute separate legal proceedings against Demand Media in relation to the Rightside Actions. Upon the settlement or judgment of any Rightside Action, Rightside shall in good faith determine an equitable apportionment of such settlement or judgment as between Rightside and Demand Media. If Demand Media provides Rightside with a written notice of Demand Media’s objection to Rightside’s allocation of Liability within 60 days of receipt of that allocation, Rightside and Demand Media shall endeavor in good faith to negotiate a mutually agreeable allocation of such Liability. If Demand Media and Rightside have not reached a mutually agreeable allocation of such Liability within 90 days of Rightside’s receipt of such objection notice, either Demand Media or Rightside may request in writing to the other Party that such allocation be resolved through the dispute resolution mechanism provided in Article VIII herein.
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Case Allocation. (a) As of the Distribution Date, SeaSpine shall, and, as applicable, shall cause the other SeaSpine Entities to (i) diligently conduct, at its sole cost and expense, the defense of the SeaSpine Actions and any applicable future SeaSpine Actions; (ii) notify Integra of material litigation developments related to the SeaSpine Actions; and (iii) agree not to file any cross claim or institute separate legal proceedings against Integra in relation to the SeaSpine Actions. Upon the settlement or judgment of any SeaSpine Action, SeaSpine shall in good faith determine an equitable apportionment of such settlement or judgment as between SeaSpine and Integra. If Integra provides SeaSpine with a written notice of Integra’s objection to SeaSpine’s allocation of Liability within 60 days of receipt of that allocation, SeaSpine and Integra shall endeavor in good faith to negotiate a mutually agreeable allocation of such Liability. If Integra and SeaSpine have not reached a mutually agreeable allocation of such Liability within 90 days of SeaSpine’s receipt of such objection notice, either Integra or SeaSpine may request in writing to the other Party that such allocation be resolved through the dispute resolution mechanism provided in Article VIII herein.
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Case Allocation. Basis of allocation
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Case Allocation. (a) As of the Distribution Date, LENSAR shall, and, as applicable, shall cause the other LENSAR Entities to (i) diligently conduct, at its sole cost and expense, the defense of the LENSAR Actions and any applicable future LENSAR Actions; (ii) notify PDL of material litigation developments related to the LENSAR Actions; and (iii) agree not to file any cross claim or institute separate legal proceedings against PDL in relation to the LENSAR Actions. Upon the settlement or judgment of any LENSAR Action, LENSAR shall in good faith determine an equitable apportionment of such settlement or judgment as between LENSAR and PDL. If PDL provides LENSAR with a written notice of PDL’s objection to LENSAR’s allocation of Liability within 60 days of receipt of that allocation, LENSAR and PDL shall endeavor in good faith to negotiate a mutually agreeable allocation of such Liability. If PDL and LENSAR have not reached a mutually agreeable allocation of such Liability within 90 days of LENSAR’s receipt of such objection notice, either PDL or LENSAR may request in writing to the other Party that such allocation be resolved through the dispute resolution mechanism provided in Article VIII herein.
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Case Allocation. (a) As of the Effective Time, Newco shall, and, as applicable, shall cause the other members of the Newco Group to, (i) diligently conduct, at its sole cost and expense, the defense of the Newco Legal Actions, including the Newco Legal Actions listed on Schedule 5.01(a) and any applicable future Newco Legal Actions; and (ii) agree not to file any cross claim or institute separate legal proceedings against the Company in relation to the Newco Legal Actions. For the avoidance of doubt, nothing in this Section 5.01(a) shall limit the rights of any member of the Part D Group under this Agreement or any other Split-Off Agreement.
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Case Allocation a. As of the Distribution Date, LENSAR shall, and, as applicable, shall cause the other LENSAR Entities to diligently conduct, at its sole cost and expense, the defense of the LENSAR Actions and any applicable future LENSAR Actions; notify PDL of material litigation developments related to the LENSAR Actions; and agree not to file any cross claim or institute separate legal proceedings against PDL in relation to the LENSAR Actions. Upon the settlement or judgment of any LENSAR Action, LENSAR shall in good faith determine an equitable apportionment of such settlement or judgment as between LENSAR and PDL. If PDL provides LENSAR with a written notice of PDL’s objection to LENSAR’s allocation of Liability within 60 days of receipt of that allocation, LENSAR and PDL shall endeavor in good faith to negotiate a mutually agreeable allocation of such Liability. If PDL and LENSAR have not reached a mutually agreeable allocation of such Liability within 90 days of LENSAR’s receipt of such objection notice, either PDL or LENSAR may request in writing to the other Party that such allocation be resolved through the dispute resolution mechanism provided in Article VIII herein.
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Case Allocation. (a) As of the Effective Time, Spinco shall (i) diligently conduct, at its sole cost and expense, the defense of the Spinco Actions and any applicable future Spinco Actions; (ii) notify Parent of material litigation developments related to the Spinco Actions; and (iii) agree not to file any cross claim or institute separate legal proceedings against Parent in relation to the Spinco Actions.
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Related to Case Allocation

  • Tax Allocation Within thirty (30) days following the Closing, Buyer shall prepare or cause to be prepared and shall deliver to Seller a draft allocation of the Base Purchase Price as adjusted pursuant to Section 3.3, prepared in accordance with Section 1060 of the Code and the Treasury Regulations issued thereunder (and any similar provision of state, local or foreign law, as appropriate) (each such allocation, a “Purchase Price Allocation”). Within ten (10) days after the receipt of such draft Purchase Price Allocation, Seller will propose to Buyer in writing any objections or proposed changes to such draft Purchase Price Allocation (and in the event that no such changes are proposed in writing to Buyer within such time period, Seller will be deemed to have agreed to, and accepted, the Purchase Price Allocation). In the event of objections or proposed changes, Buyer and Seller will attempt in good faith to resolve any differences between them with respect to the Purchase Price Allocation, in accordance with requirements of Section 1060 of the Code, within ten (10) days after Buyer’s receipt of a timely written notice of objection or proposed changes from Seller. If Buyer and Seller are unable to resolve such differences within such time period, then any remaining disputed matters will be submitted to an independent accounting firm, the identity of which shall be agreed upon by Buyer and Seller each acting reasonably, for resolution. Promptly, but by no later than ten (10) days after submission to it of the dispute(s), the independent accounting firm will determine those matters in dispute and will render a written report as to the disputed matters and the resulting allocation, which report shall be conclusive and binding upon the Parties. The fees and expenses of the independent accounting firm in respect of such report shall be paid one-half by Buyer and one-half by Seller. Buyer and Seller shall report, act, and file in all respects and for all Tax purposes (including the filing of Internal Revenue Service Form 8594) in a manner consistent with such allocations set forth on the Purchase Price Allocation so finalized, and shall take no position for Tax purposes inconsistent therewith unless required to do so by applicable law. Buyer and Seller shall reasonably cooperate in the preparation, execution and filing and delivery of all documents, forms and other information as the other Party may reasonably request to assist in the preparation of any filings relating to the allocation, pursuant to this Section 3.5.

  • Curative Allocation (A) Notwithstanding any other provision of this Section 6.1, other than the Required Allocations, the Required Allocations shall be taken into account in making the Agreed Allocations so that, to the extent possible, the net amount of items of gross income, gain, loss and deduction allocated to each Partner pursuant to the Required Allocations and the Agreed Allocations, together, shall be equal to the net amount of such items that would have been allocated to each such Partner under the Agreed Allocations had the Required Allocations and the related Curative Allocation not otherwise been provided in this Section 6.1. Notwithstanding the preceding sentence, Required Allocations relating to (1) Nonrecourse Deductions shall not be taken into account except to the extent that there has been a decrease in Partnership Minimum Gain and (2) Partner Nonrecourse Deductions shall not be taken into account except to the extent that there has been a decrease in Partner Nonrecourse Debt Minimum Gain. In exercising its discretion under this Section 6.1(d)(xi)(A), the General Partner may take into account future Required Allocations that, although not yet made, are likely to offset other Required Allocations previously made. Allocations pursuant to this Section 6.1(d)(xi)(A) shall only be made with respect to Required Allocations to the extent the General Partner determines that such allocations will otherwise be inconsistent with the economic agreement among the Partners. Further, allocations pursuant to this Section 6.1(d)(xi)(A) shall be deferred with respect to allocations pursuant to clauses (1) and (2) hereof to the extent the General Partner determines that such allocations are likely to be offset by subsequent Required Allocations.

  • Contribution Allocation The Advisory Committee will allocate deferral contributions, matching contributions, qualified nonelective contributions and nonelective contributions in accordance with Section 14.06 and the elections under this Adoption Agreement Section 3.04.

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

  • Gross Income Allocation If any Partner has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of (i) the amount such Partner is obligated to restore, if any, pursuant to any provision of this Agreement, and (ii) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible; provided that an allocation pursuant to this Section 5.05(c) shall be made only if and to the extent that a Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if Section 5.05(b) and this Section 5.05(c) were not in this Agreement.

  • Corrective Allocations In the event of any allocation of Additional Book Basis Derivative Items or any Book-Down Event or any recognition of a Net Termination Loss, the following rules shall apply:

  • 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.

  • Allocation Following the Closing, Purchaser shall prepare and deliver to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price and other consideration paid in exchange for the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, of the Tax Code (the “Allocation”). The applicable Seller shall have thirty (30) days after the delivery of the Allocation to review and consent to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated herein.

  • Risk Allocation The Product is Regulatorily Continuing.

  • Curative Allocations The allocations set forth in Sections 6.4.A(i), (ii), (iii), (iv), (v), (vi) and (vii) hereof (the “Regulatory Allocations”) are intended to comply with certain regulatory requirements, including the requirements of Regulations Sections 1.704-1(b) and 1.704-2. Notwithstanding the provisions of Sections 6.1 and 6.2 hereof, the Regulatory Allocations shall be taken into account in allocating other items of income, gain, loss and deduction among the Holders so that to the extent possible without violating the requirements giving rise to the Regulatory Allocations, the net amount of such allocations of other items and the Regulatory Allocations to each Holder shall be equal to the net amount that would have been allocated to each such Holder if the Regulatory Allocations had not occurred.

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