Election and Allocation Sample Clauses

Election and Allocation. Please note that you may select any number of service providers and allocate the amount of the contributions to each one. (Select only one carrier if you are a newly enrolled ABP member in delayed vesting status.) The participants must establish a valid account directly with the service provider(s) before completing this form. Select the Service Provider Select Mandatory % for ABP Only* Select Voluntary % for SRA/ACTS Select Annual Maximum  AXA/Equitable  $19,000 (Under Age 50)  Mass Mutual (The Hartford)  Brighthouse (MetLife)  $25,000 (Age 50 and Up)  Xxxxxxxxxx  XXXX  XXXXX X/X  VOYA Financial (ING) *For the ABP plan, total of percentages for all selected service providers must equal 5%. Employer (8%) contributions will be allocated based on this selection. I elect to allocate my total employee tax-sheltered contributions as indicated above. I have read and understand the information on the back of this form. Employee Signature Date Certifying Officer Signature Date Supervisor of Certifying Officer Signature Date Contributions and Remittances to Service Providers All employee contributions will be withheld over the course of the calendar year (26 pay periods for 12 month employees, 22 pay periods for 10 month employees). The employer agrees to remit periodically to the service provider selected by the employee, the sum of such contributions. The University will function as the employees’ intermediary in the processing of all required contributions to the designated service provider(s). Employees are responsible for monitoring their personal investment portfolio by reviewing their service provider’s quarterly statement to ensure the timeliness and accuracy of remittances to their investment choices. Employees are to report immediately any discrepancies, including the omission of the service provider’s quarterly statement, to the Office of Human Resources. Employees are also solely responsible for their personal tax situation and the impact of any deferrals.
Sample 1
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Election and Allocation. (a) At Buyer's request, Seller (or the parent of the consolidated group that includes Seller) and Buyer shall join in making an election under Code §338(h)(10) (and any corresponding elections under state, local, or foreign tax law) (collectively a "§338(h)(10) Election") with respect to the purchase and sale of the Interests hereunder.
Sample 1
Election and Allocation. (a) Seller and Purchaser agree to make a joint election under Section 338(h)(10) of the Code (and any corresponding election under state and local law) to treat the sale of the Shares as a sale of the assets of the Company to Purchaser (the "Section 338(h)(10) Election"). Seller and Purchaser anticipate that, pursuant to the Section 338(h)(10) Election, the transaction will be treated, for income tax purposes, as though the Company sold all of its assets to Purchaser. Seller agrees to pay all federal and state income taxes on the gains associated with such deemed asset sales.
Sample 1
Election and Allocation. (a) The Buyer shall join with the Seller in making the elections (collectively, the “Section 338(h)(10) Election”) with respect to the purchase of shares of VC Brands under Section 338(h)(10) of the Code and any analogous provisions of state or local income Tax Law to the extent that such election is separately available and applicable. The Buyer may, at its election, make elections under Section 338(g) of the Code (and any corresponding elections under state, local, or foreign Tax Law) with respect to the stock of any Transferred Group member that is not a United States domestic corporation (a “Section 338(g) Election,” and together with the Section 338(h)(10) Election, the “Section 338 Elections”), provided, that the Buyer makes such Section 338(g) Elections with respect to all of the Transferred Group members that are not United States domestic corporations. For the avoidance of doubt, (i) the Buyer may not make a Section 338(g) Election with respect to some, but not all, of the Transferred Group members that are not United States domestic corporations and (ii) the Buyer shall not make a Section 338(g) Election for any Transferred Group member that is a United States domestic corporation. Any Section 338(g) Election not permitted under clause (i) or clause (ii) of the preceding sentence shall be referred to as an “Unpermitted Section 338(g) Election”. At the Closing, the Buyer and the Seller shall exchange properly completed and executed originals of (i) IRS Form 8023, and required schedules thereto, with respect to the purchase of the shares of VC Brands, and (ii) to the extent required, any similar forms with respect to state or local income Tax Law. The Seller shall timely file, or cause to be timely filed, such forms with the appropriate Governmental Authority following the Closing Date. The Seller shall provide, and shall cause any Transferred Group member to provide, to the Buyer all data and information that Seller, or any member of the Transferred Group has in its possession (or that can reasonably be obtained from a third party), and that is reasonably requested by the Buyer to enable the Buyer, in its sole discretion, to determine whether or not to make a Section 338(g) Election with respect to the stock of all of the Transferred Group members that are not United States domestic corporations, provided that the Buyer shall bear all reasonable third party costs and expenses incurred in connection with so providing or obtaining such data or infor...
Sample 1
Election and Allocation. (a) The ------------------------------------------ Purchaser and the Shareholder agree that, at the election of the Purchaser (the "Election"), they shall jointly elect to treat the purchase of the Shares of KEI as an acquisition of assets in accordance with Section
Sample 1

Related to Election and Allocation

  • Distributions and Allocations All distributions of cash or other property (except upon the Company's dissolution, which shall be governed by the applicable provisions of the Act and Article IX hereof) and all allocations of income, profits, and loss shall be made 100% to the Member in accordance with its Membership Interest. All amounts withheld pursuant to the Code or any provisions of state or local tax law with respect to any payment or distribution to the Member from the Company shall be treated as amounts distributed to the Member pursuant to this Section 7.3. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not be required to make a distribution to the Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act or any other applicable law.

  • Collections and Allocations (a) The Borrower or the Servicer on behalf of the Borrower shall promptly (but in no event later than two (2) Business Days after the receipt thereof) identify any Collections received by it as being on account of Interest Collections or Principal Collections and deposit all such Interest Collections or Principal Collections received directly by it into the Collection Account. The Servicer on behalf of the Borrower shall make such deposits or payments on the date indicated by wire transfer, in immediately available funds.

  • Capital Accounts and Allocations (a) CAPITAL ACCOUNTS. A separate capital account (a "Capital Account") shall be established and maintained for each Member, which shall initially be equal to the Capital Contribution of such Member as set forth on Schedule A hereto. Such Capital Accounts shall be maintained in accordance with Section 1.704-1(b)(2)(iv) of the Treasury Regulations, and this Section 5.2 shall be interpreted and applied in a manner consistent with said Section of the Treasury Regulations. The Capital Accounts shall be maintained for the sole purpose of allocating items of income, gain, loss and deduction among the Members and shall have no effect on the amount of any distributions to any Members in liquidation or otherwise. The amount of all distributions to Members shall be determined pursuant to Sections 5.3, 5.4 and 5.5.

  • Application and Allocation of Payments (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower, subject to the provisions of Section 1.3(a); and (iv) mandatory prepayments shall be applied as set forth in Sections 1.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when a Default or Event of Default has occurred and is continuing or following the Commitment Termination Date, Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of Borrower, and Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto (with the concurrence of Requisite Lenders), payments shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent's expenses reimbursable hereunder; (2) to interest on the Swing Line Loan; (3) to principal payments on the Swing Line Loan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the other Loans and outstanding Letter of Credit Obligations; and (6) to all other Obligations, including expenses of Lenders to the extent reimbursable under Section 11.3.

  • Tax Allocation Prior to the Closing, Seller and Purchaser shall cooperate in good faith to determine a reasonable allocation of the total consideration paid for the Transferred Assets, as finally determined pursuant to Section 2.1(d), Section 2.1(i) and Section 3.3, in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Purchase Price Allocation”). Seller and Purchaser shall cooperate in good faith to mutually agree to such allocation and shall reduce such agreement to writing, which agreement shall be reflected in an Exhibit 2.1(j) to be approved by Seller and Purchaser prior to Closing. Seller and Purchaser shall jointly and properly execute each party’s respective completed Internal Revenue Service Form 8594, and any other forms or statements required by the Code (or state or local Tax law), Treasury Regulations or the Internal Revenue Service or other Governmental Authority (together with any and all attachments required to be filed therewith), which forms and statements will be prepared in a manner consistent with the Purchase Price Allocation. Seller and Purchaser shall file timely such forms and statements with the Internal Revenue Service or other Governmental Authority. The Purchase Price Allocation shall be appropriately adjusted to take into account any subsequent payments under this Agreement and any other subsequent events required to be taken into account under Section 1060 of the Code. Seller and Purchaser shall not file any Tax Return or other documents or otherwise take any position with respect to Taxes that is inconsistent with the Purchase Price Allocation; provided, however, that neither Seller nor Purchaser shall be obligated to litigate any challenge to such allocation by any Governmental Authority. Seller and Purchaser shall promptly inform one another of any challenge by any Governmental Authority to any allocation made pursuant to this Section 2.1(j) and agree to consult with and keep one another informed with respect to the state of, and any discussion, proposal or submission with respect to, such challenge.

  • 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.

  • 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.

  • 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.

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