Advance Pricing Agreement Sample Clauses

Advance Pricing Agreement. (a) ADP Amalco shall transfer to a CDK Global (Canada) Co. (“New CanCo 2”), and New CanCo 2 shall assume the liability for, a portion of the amount, if any, finally determined to be payable by ADP Amalco to ADP or its Affiliates under the APA (as defined below), if so determined in the sole discretion of ADP prior to the Separation. ADP Amalco shall transfer to New CanCo2, and New CanCo 2 shall acquire the right to a portion of, the receivable, if any, finally determined to be owing to ADP Amalco by ADP or its Affiliates under the APA, if so determined in the sole discretion of ADP prior to the Separation.
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Advance Pricing Agreement. The Government of Liberia and a producer may agree, by a clause in an mineral development agreement or by a separate contract, to prices established in an advance pricing agreement (as defined in Section 700)..
Sample 1
Advance Pricing Agreement. (i) ADP Canada shall transfer to a Canadian Affiliate of Broadridge (“New CanCo 2”), and New CanCo 2 shall assume the liability for, a portion (subject to adjustment) of the payables owing under the APA (defined below) such that the amount of the payables owing under the APA by New CanCo 2 and ICC (defined below) is $70 million, and a U.S. Affiliate of Broadridge shall retain, or acquire from a U.S. Affiliate of ADP, $70 million of the receivables owed under the APA.
Sample 1
Advance Pricing Agreement. ADP Canada will transfer to a Canadian Affiliate of Broadridge, and such Canadian Affiliate of Broadridge will assume the liability for, $70 million of the payables owing under the APA (defined below), and a U.S. Affiliate of Broadridge will retain, or acquire from a U.S. Affiliate of ADP, an equal amount, and no more than an equal amount, of the receivables owed under the APA. If it is finally determined under the APA that the aggregate amount of receivables owing to U.S. Affiliates of Broadridge is less than $70 million (such difference the “APA receivable deficit”), then one or more U.S. Affiliates of ADP will be deemed to have contributed, prior to the Separation, to one or more U.S. Affiliates of Broadridge receivables owed under the APA in an amount equal to the APA receivable deficit. If it is finally determined under the APA that the aggregate amount of receivables owing to U.S. Affiliates of Broadridge is more than $70 million (such difference the “APA receivable excess”), then one or more U.S. Affiliates of Broadridge will be deemed to have distributed, prior to the Separation, to one or more U.S. Affiliates of ADP receivables owed under the APA in an amount equal to the APA receivable excess. For the avoidance of doubt, and notwithstanding anything herein to the contrary, any tax owing as a result of the APA shall be treated as an Income Tax (as such term is defined in the Tax Allocation Agreement) that is governed by Section 2.01 of the Tax Allocation Agreement. The term “APA” means the advance pricing agreement currently being negotiated, as such agreement is finally agreed, by ADP, ADP Canada Co. (“ADP Canada”), a Canadian corporation that is directly and wholly owned by ADP, and ADP Investor Communications Corporation (“ICC”), a Canadian corporation that is directly and wholly owned by ADP Canada, with the Internal Revenue Service and the Canadian Revenue Agency relating to the pricing of services and software that ADP and its U.S. subsidiaries (both in the Broadridge Business and in ADP’s other businesses) provide to ADP Canada.
Sample 1
Advance Pricing Agreement. As provided for in Sections 702(a) and 702(c) of Schedule 6 attached hereto the parties shall enter into an Advance Pricing Agreement no later than one-hundred twenty days after the Effective Date establishing the deemed value of Iron Ore shipped or sold FOB Monrovia for income tax and royalty purposes (the “Reference Price”). The Reference Price shall be equal to the CVRD annual contract price FOB Brazil for shipments to China of the Product adjusted for the quantity, transportation and quality of the same Product produced by the Concessionaire. The Advanced Pricing Agreement shall set out in detail how such adjustments shall be calculated. The Parties hereto agree that if either Party believes the Reference Price established by the Advance Pricing Agreement is no longer representative of arms-length prices for export sales, they will agree upon a new index and methodology for determining the deemed value of the Product(s) which shall be reflected in a revised Advance Pricing Agreement. Failing agreement between the parties, the Reference Price, which shall be an arms-length price for export sales, shall be determined by a single arbitrator as provided by Section 26.4, such arbitrator to be a recognized expert in the pricing of Iron Ore. The Advance Pricing Agreement and any revisions thereof shall be made public as provided in Section 702(c) of Schedule 6.
Sample 1
Advance Pricing Agreement. (a) The Buyer understands and agrees that Parent and certain of its Affiliates are engaged in ongoing negotiations with U.S. and Canadian taxing authorities with respect to a bilateral advance pricing agreement (the “APA”) relating to intercompany transactions, including the use of software and other technology, provision of processing services, and general and administrative services, by and between (i) Parent, CSG and certain of their U.S. Affiliates (the “U.S. APA Parties”) and (ii) ADP Canada Co. and certain of its Canadian Affiliates (the “Canadian APA Parties”). Parent represents, and the Buyer acknowledges, that estimated royalty payments have been and will continue to be made by the Canadian APA Parties to the U.S. APA Parties until such time as the APA is resolved by the appropriate U.S. and Canadian taxing authorities. The parties hereto acknowledge that such resolution is expected to occur subsequent to the Closing Date. The Buyer covenants that, if necessary to resolve the APA, it will execute the APA or cause the APA to be executed by or on behalf of any Transferred Companies that are U.S. APA Parties.
Sample 1
Advance Pricing Agreement. Notwithstanding any other provision of this Agreement, Plaintiff and Defendants agree that they (i) shall take no steps to frustrate, impede, or otherwise impair any Advance Pricing Agreement relating to Plaintiff or Defendants existing as of the Settlement Effective Date and (ii) will timely file any reports as required by or necessary to support any Advance Pricing Agreement relating to Plaintiff or Defendants existing as of the Settlement Effective Date, and (iii) will otherwise provide reasonable assistance to each other to comply with any Advance Pricing Agreement relating to Plaintiff or Defendants existing as of the Settlement Effective Date.
Sample 1
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Related to Advance Pricing Agreement

  • CONTRACT EXHIBIT I PREFERRED PRICING AFFIDAVIT This preferred-pricing affidavit is entered into in accordance with section 216.0113, F.S., and as required by Contract No. 80101507-21-STC-ITSA (“Contract”) between (“Contractor”) and the Department of Management Services. As the person authorized by Contractor to sign this affidavit, I attest that the Contractor is in full compliance with the preferred-pricing clause of the Contract. Contractor’s Name: By: Signature Printed Name/Title Date: STATE OF COUNTY OF Sworn to (or affirmed) and subscribed before me this day of , by . Signature of Notary Vendor Name: FEIN# Vendor’s Authorized Representative Name and Title: Address: City, State, and Zip code: Phone Number: ( ) - E-mail: CORPORATE SEAL (IF APPLICABLE) (Print, Type, or Stamp Commissioned Name of Notary Public) [Check One] Personally Known OR Produced the following I.D.

  • Amendments to the Purchase Agreement The Purchase Agreement is hereby amended as follows:

  • Requesting Price Increase/Required Documentation Contractor must submit a written notification at least thirty (30) calendar days prior to the requested effective date of the change, setting the amount of the increase, along with an itemized list of any increased prices, showing the Contractor’s current price, revised price, the actual dollar difference and the percentage of the price increase by line item. Price change requests must include H-GAC Forms D Offered Item Pricing and E Options Pricing, or the documentation used to submit pricing in the original Response and be supported with substantive documentation (e.g. manufacturer's price increase notices, copies of invoices from suppliers, etc.) clearly showing that Contractor's actual costs have increased per the applicable line item bid. The Producer Price Index (PPI) may be used as partial justification, subject to approval by H-GAC, but no price increase based solely on an increase in the PPI will be allowed. This documentation should be submitted in Excel format to facilitate analysis and updating of the website. The letter and documentation must be sent to the Bids and Specifications manager, Xxxxxxx Xxxxxx, at Xxxxxxx.Xxxxxx@x-xxx.xxx Review/Approval of Requests If H-GAC approves the price increase, Contractor will be notified in writing; no price increase will be effective until Contractor receives this notice. If H-GAC does not approve Contractor’s price increase, Contractor may terminate its performance upon sixty (60) days advance written notice to H-GAC, however Contractor must fulfill any outstanding Purchase Orders. Termination of performance is Contractor’s only remedy if H-GAC does not approve the price increase. H-GAC reserves the right to accept or reject any price change request.

  • Assignment; Sales; Advance Facilities (a) The Servicer is hereby authorized to enter into a financing or other facility (any such arrangement, an "Advance Facility"), the documentation for which complies with Section 10.14(e) below, under which (1) the Servicer assigns or pledges its rights under this Agreement to be reimbursed for any or all Advances and/or Servicing Advances to (i) a Person, which may be a special-purpose bankruptcy-remote entity (an "SPV"), (ii) a Person, which may simultaneously assign or pledge such rights to an SPV or (iii) a lender (a "Lender"), which, in the case of any Person or SPV of the type described in either of the preceding clauses (i) or (ii), may directly or through other assignees and/or pledgees, assign or pledge such rights to a Person, which may include a trustee acting on behalf of holders of debt instruments (any such Person or any such Lender, an "Advance Financing Person"), and/or (2) an Advance Financing Person agrees to fund all the Advances and/or Servicing Advances required to be made by the Servicer pursuant to this Agreement. No consent of the Trustee, Certificateholders or any other party shall be required before the Servicer may enter into an Advance Facility nor shall the Trustee or the Certificateholders be a third party beneficiary of any obligation of an Advance Financing Person to the Servicer. Notwithstanding the existence of any Advance Facility under which an Advance Financing Person agrees to fund Advances and/or Servicing Advances, (A) the Servicer (i) shall remain obligated pursuant to this Agreement to make Advances and/or Servicing Advances pursuant to and as required by this Agreement and (ii) shall not be relieved of such obligations by virtue of such Advance Facility and (B) neither the Advance Financing Person nor any Servicer's Assignee (as hereinafter defined) shall have any right to proceed against or otherwise contact any Mortgagor for the purpose of collecting any payment that may be due with respect to any related Mortgage Loan or enforcing any covenant of such Mortgagor under the related Mortgage Loan documents.

  • Amendments to Servicing Agreement The Issuer covenants with the Indenture Trustee that it will not enter into any amendment or supplement to the Servicing Agreement without the prior written consent of the Indenture Trustee.

  • Enforcement of Due-on-Sale Clauses; Assumption and Modification Agreements; Certain Assignments (a) When any Mortgaged Property is conveyed by the Mortgagor, the Master Servicer or Subservicer, to the extent it has knowledge of such conveyance, shall enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing:

  • Price Adjustments for OGS Centralized Contracts Periodic price adjustments will occur no more than twice per year on a schedule to be established solely by OGS. Pricing offered shall be fixed for the first twelve (12) months of the Contract term. Such price increases will only apply to the OGS Centralized Contracts and shall not be applied retroactively to Authorized User Agreements or any Mini-bids already submitted to an Authorized User. Price Decreases Price decreases may be made at any time. Additionally, some price decreases shall be calculated in accordance with Appendix B, section 17, Pricing.

  • Amendments to Note Purchase Agreement Subject to the satisfaction of the conditions precedent set forth herein and in reliance on the representations, warranties and covenants of the Companies set forth herein and in the Note Purchase Agreement, each party hereto hereby agrees that the Note Purchase Agreement be and hereby is, amended as follows:

  • JOC Pricing of Itemized List of Means Non-Prepriced Items” based on the information herein. This Addendum is only to correct a misstatement on the original optional attachment entitled “PART 2 JOC Pricing of Itemized List of Means Non-Prepriced Items.” The attachment mistakenly provided for and discussed “Attribute 39.” Specifically, any erroneous reference to “Attribute 39” on the specified attachment should be considered immediately replaced with “the Attribute Question asking for Pricing for Markup of Non- Prepriced Items in RS Means Unit Price Book.” Please disregard any reference to Attribute 39 on this optional form and consider it to be referencing the Attribute Question asking for “Pricing for Markup of Non-Prepriced Items in RS Means Unit Price Book” instead. TIPS RFP 220106 Comprehensive HVAC (2 Part with JOC) ALL INFORMATION MUST BE TYPED AND FORM MUST BE UPLOADED IN EXCEL FORMAT. DO NOT HANDWRITE REFERENCES AND DO NOT CONVERT EXCEL REFERENCES Please provide five (5) references from five different entities, preferably from school districts or other governmental entities who have u the last three years. Additional references may be required. DO NOT INCLUDE TIPS EMPLOYEES AS A REFERENCE. Verify your references emails are deliverable and that they agree to provide a reference. Failure to do this may delay the evaluation process. You may provide more than five (5) references. Entity Name Contact Person VALID EMAIL IS REQUIRED Phone Little Rock School District Xxxx Xxxxx xxxxxxx.xxxxx@xxxx.xxx 000-000-0000 North Little Rock Xxxxxx Xxxxx xxxxxx@xxxxx.xxx 000-000-0000 City of Xxxxxx Xxxxx Xxxxx xxxxxx@xxxxxxxxxxxx.xxx 000-000-0000 Xxxxx Springs Baptist Church Xxxx Xxxxxx xxxxxxx@xxxxx.xxx 000-000-0000 Bryant School District Dr. Xxxxx Xxxxxxx xxxxxxxx@xxxxxxxxxxxxx.xxx 000-000-0000 TIPS RFP # 220106 Required Confidential Information Status Form Middleton Inc. dba Middleton Heat & Air Name of company Xxxx Xxxxxx, Sales Manager Printed Name and Title of authorized company officer declaring below the confidential status of material 22039 Interstate 30 Bryant AR 72022 501-529-1055 Address City State ZIP Phone ALL VENDORS MUST COMPLETE THE ABOVE SECTION CONFIDENTIAL INFORMATION SUBMITTED IN RESPONSE TO COMPETITIVE PROCUREMENT REQUESTS OF EDUCATION SERVICE CENTER REGION 8 AND TIPS (ESC8) IS GOVERNED BY TEXAS GOVERNMENT CODE, CHAPTER 552 If you consider any portion of your proposal to be confidential information and not subject to public disclosure pursuant to Chapter 552 Texas Gov't Code or other law(s), you must attach a copy of all claimed confidential materials within your proposal and put this COMPLETED form as a cover sheet to said materials then scan, name “CONFIDENTIAL” and upload with your proposal submission. (You must include all the confidential information in the submitted proposal. The copy uploaded is to indicate which material in your proposal, if any, you deem confidential in the event the receives a Public Information Request.) ESC8 and TIPS will follow procedures of controlling statute(s) regarding any claim of confidentiality and shall not be liable for any release of information required by law. Upon your claim and your defense to the Office of Texas Attorney General is required to make the final determination whether the information submitted by you and held by ESC8 and TIPS is confidential and exempt from public disclosure. ALL VENDORS MUST COMPLETE ONE OF THE TWO OPTIONS BELOW. OPTION 1: I DO CLAIM parts of my proposal to be confidential and DO NOT desire to expressly waive a claim of confidentiality of all information contained within our response to the solicitation. The attached contains material from our proposal that I classify and deem confidential under Texas Gov't Code Sec. 552 or other law(s) and I invoke my statutory rights to confidential treatment of the enclosed materials. IF CLAIMING PARTS OF YOUR PROPOSAL CONFIDENTIAL, YOU MUST ATTACH THE SHEETS TO THIS FORM AND LIST THE NUMBER OT TOTAL PAGES THAT ARE CONFIDENTIAL. ATTACHED ARE COPIES OF PAGES OF CLAIMED CONFIDENTIAL MATERIAL FROM OUR PROPOSAL THAT WE DEEM TO BE NOT PUBLIC INFORMATION AND WILL DEFEND THAT CLAIM TO THE TEXAS ATTORNEY GENERAL IF REQUESTED WHEN A PUBLIC INFORMATION REQUEST IS MADE FOR OUR PROPOSAL. Signature Date OR OPTION 2: I DO NOT CLAIM any of my proposal to be confidential, complete the section below.

  • Terms of the Purchase Agreement The terms of the Purchase Agreement, including but not limited to Assignor's representations, warranties, covenants, agreements and indemnities relating to the Assumed Liabilities, are incorporated herein by this reference. Assignor acknowledges and agrees that the representations, warranties, covenants, agreements and indemnities contained in the Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.

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