Profit and Loss Allocation Sample Clauses

Profit and Loss Allocation. (a) All Net Profits and Net Loss of the Company for any fiscal year or other applicable period, determined in accordance with applicable provisions of the Code and this Agreement, shall be allocated among the Members in proportion to their Percentage Interests.
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Profit and Loss Allocation. The Sellers and the Buyers -------------------------- agree that the profit and loss of Florimex Germany and its subsidiaries that are participants in the Organschaft and taxes with respect thereto for the fiscal year ended June 30, 1998, and for the interim period from July 1, 1998 until and including the Closing Date shall be allocated to and shall inure to the benefit of the Sellers, and that the profit and loss of Florimex Germany and its subsidiaries that are participants in the Organschaft and taxes with respect thereto after the Closing Date shall be allocated to and inure to the benefit of the Buyers. The Sellers covenant and agree that, at or before Closing, they will, in a manner reasonably acceptable to Buyers, assign or terminate all existing profit and loss transfer agreements and/or domination agreements and all agreements of like import, with respect to Florimex Germany and its subsidiaries that are participants in the Organschaft so as to effectuate the purpose and intent of the immediately preceding sentence, and shall cooperate with the Buyers to execute all such documents and do all such other acts and things as may be reasonably necessary in order to give effect to this Section 9.05.
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Profit and Loss Allocation. 4.1 Net Profits and Net Losses. Net profits or net losses for any fiscal year shall be allocated among the Members in proportion to such Members' Membership Percentage.
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Profit and Loss Allocation. Items of Profit and Loss shall be determined and allocated separately for each Tranche. All items of Profit and Loss attributable to a Tranche shall be allocated as follows:
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Profit and Loss Allocation. The parties each acknowledge and agree that Assignor shall be allocated Assignor’s distributive share of the income, gain, loss, deductions and credits of the Company with respect to the Membership Interest for all taxable periods prior to the Effective Date (or on a proportionate basis for any partial year based upon the Effective Date, at the election of the Company). Assignee shall be allocated all income, gain, loss, deductions and credits of the Company with respect to the Membership Interest for all taxable periods following the Effective Date (or on a proportionate basis for any partial year based upon the Effective Date, at the election of the Company). As of the Effective Date, Assignor shall be entitled to no further distributions from the Company.
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Profit and Loss Allocation. 4.1 The Business Partners will share the profits and losses of the Business Partnership as follows:
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Profit and Loss Allocation. The Company and the Shareholder agree that (i) the purchase price paid for the Participating Shares pursuant to the Subscription Agreement, (ii) the amount of any Acceptable Security, (iii) the Consideration (as defined below) and (iv) Investment Income (as defined below) shall be allocated to the Participating Shares on the Company’s books and records, and pursuant to the Shareholder’s election to utilize a segregated account pursuant to the Company's registration under the Act. Such amounts allocated to the Participating Shares will be reduced by (i) Incurred Losses (as defined below), (ii) Allocated Loss Adjustment Expenses (as defined below) and (iii) Expenses (as defined below). The term “Consideration” as used in this Agreement shall mean the consideration paid to the Reinsurer.
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Profit and Loss Allocation 
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Related to Profit and Loss Allocation

  • 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:

  • 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.

  • 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.

  • Profits and Losses Distributions Until the admission of additional Members, the Original Member shall be entitled to all allocations of LLC profits and losses and to allocations of distributions.

  • Net Losses After giving effect to the special allocations set forth in Section 6.1(d), Net Losses for each taxable period and all items of income, gain, loss and deduction taken into account in computing Net Losses for such taxable period shall be allocated as follows:

  • Allocation of Profits and Losses Distributions Profits/Losses. For financial accounting and tax purposes, the Company's net profits or net losses shall be determined on an annual basis and shall be allocated to the Members in proportion to each Member's relative capital interest in the Company as set forth in Schedule 2 as amended from time to time in accordance with U.S. Department of the Treasury Regulation 1.704-1.

  • Net Loss After giving effect to the special allocations set forth in Section 6.1(d), Net Loss for each taxable period and all items of income, gain, loss and deduction taken into account in computing Net Loss for such taxable period shall be allocated as follows:

  • Gross Income Allocations In the event any Partner has a deficit balance in its Capital Account at the end of any Partnership taxable period in excess of the sum of (A) the amount such Partner is required to restore pursuant to the provisions of this Agreement and (B) the amount such Partner is deemed obligated to restore pursuant to Treasury Regulation Sections 1.704-2(g) and 1.704-2(i)(5), such Partner shall be specially allocated items of Partnership gross income and gain in the amount of such excess as quickly as possible; provided, that an allocation pursuant to this Section 6.1(d)(v) shall be made only if and to the extent that such Partner would have a deficit balance in its Capital Account as adjusted after all other allocations provided for in this Section 6.1 have been tentatively made as if this Section 6.1(d)(v) were not in this Agreement.

  • 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.

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