Preliminary Allocation Sample Clauses

Preliminary Allocation. If the Consortium Members are unable to reach agreement with respect to responsibility for all or any proportion of an Employer’s claim in sufficient time to avoid negative impact on the Project, all Consortium Members shall provisionally assume responsibility for the claim according to their respective Proportionate Values. If an agreement is reached as to which Consortium Member(s) is/are liable and at what amount, or if the matter has been decided by arbitration, the Consortium Members shall reimburse each other accordingly.
Sample 1
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Preliminary Allocation. On or before Closing, Autodesk and Genius shall ---------------------- preliminarily agree on the manner in which the consideration referred to in Section 1.5 is to be allocated among the Genius Assets (the "PRELIMINARY ALLOCATION"), which Preliminary Allocation shall be as set forth in Schedule -------- 1.6; provided, however, that mutually acceptable modifications to the Preliminary Allocation resulting from changes in Genius' financial position since the Summary Financial Information (as defined in Section 2.5) shall be permitted. The parties shall make best efforts to agree upon a final allocation ("FINAL ALLOCATION") within forty-five (45) days of Closing. To assist in such allocation, Genius shall provide a summary listing of product inventory held by Genius at Closing and a final listing of the fixed Genius Assets transferred to Autodesk GmbH at Closing. The Final Allocation shall be conclusive and binding upon Autodesk and Genius for all purposes, and the parties agree that all tax returns and reports (including U.S. Internal Revenue Service ("IRS") Form 8594 if such form is required to be prepared and filed by a party hereto in accordance with the provisions of the Code) and all financial statements shall be prepared in a manner consistent with (and the parties shall not otherwise file a tax return position inconsistent with) the Final Allocation unless they are required to do so by the IRS, the laws of the Federal Republic of Germany or any state or local taxing authority (in which case the parties shall attempt to negotiate a mutually acceptable alternative). Both the Preliminary Allocation and the Final Allocation shall be prepared in a manner consistent with Section 1060 of the U.S. Internal Revenue Code of 1986, as amended (the "CODE"), and the income tax regulations promulgated thereunder.
Sample 1
Preliminary Allocation. 1.05(c) Preliminary 338 Tax Adjustment...........................................1.05(d) Prime Rate...............................................................1.04(f) Proceeding..............................................................11.05(b) Proxy Statement..........................................................5.11(b) Purchaser...............................................................
Sample 1
Preliminary Allocation. As promptly as practicable following the Deferred Closing, Buyer shall provide Seller with a preliminary draft allocation (the "Preliminary Allocation") of the Purchase Price and Assumed Liabilities among the Buyer Entities and Seller and its Subsidiaries and among the Purchased Assets and the Non-Competition and Non-Solicitation Agreements referred to in Section 10 in accordance with Schedule 1.8 solely for purposes of making required filings in France in connection with the transfer of the portion of the Business located in France (the "French Business"). The Preliminary Allocation shall be delivered by Buyer in the form set forth on Schedule 1.8(a). Seller shall have seven (7) days to review and comment on the Preliminary Allocation. Seller and Buyer acknowledge and agree that the Preliminary Allocation is not intended to be binding upon Seller, Buyer or the Buyer Entities in any respect, other than for purposes of determining the allocation to the French Business in order to timely make the required filings in France.
Sample 1
Preliminary Allocation. 8.1(a) Privacy Notices ...................................................................................................................... 4.19(f) Purchase Price Allocation Schedule ........................................................................................ 8.1(a) Purchaser Benefit Plans ............................................................................................................... 7.5
Sample 1
Preliminary Allocation of available capacities to Italian eligible customers with “interruptible loads” in the NW and NE pools
Sample 1

Related to Preliminary Allocation

  • Regulatory Allocations Notwithstanding any provisions of paragraph 1 of this Exhibit B, the following special allocations shall be made.

  • INJURY ALLOWANCE 34.01 An employee injured on the job shall be paid for the balance of his or her shift on which the injury occurred if, as a result of such an injury, the employee is sent home by the Employer or is sent to an outside hospital and doctor at such hospital or the employee’s own doctor certifies that the employee should not return to work. The Employer will make available transportation for such injured employee.

  • 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.

  • Other Allocation Provisions Certain of the foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b) and shall be interpreted and applied in a manner consistent with such regulations. Sections 5.03, 5.04 and 5.05 may be amended at any time by the General Partner if necessary, in the opinion of tax counsel to the Partnership, to comply with such regulations or any applicable Law, so long as any such amendment does not materially change the relative economic interests of the Partners.

  • Additional Allocation Provisions Notwithstanding the foregoing provisions of this Article 6:

  • 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.

  • Priority Allocations (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) with respect to a Unit for a taxable period exceeds the amount of cash or the Net Agreed Value of property distributed with respect to another Unit within the same taxable period (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”), then there shall be allocated gross income and gain to each Unitholder receiving an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period and all previous taxable periods is equal to the amount of the Excess Distribution.

  • 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.

  • Risk Allocation The Product is Regulatorily Continuing.

  • Allocations The profits and losses of the Company shall be allocated to the Members in accordance with their Percentage Interests from time to time.

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