Adjustments to Shares of Net Profits and Losses Sample Clauses

Adjustments to Shares of Net Profits and Losses. If either Party (i) fails to exercise its rights under Section 5.4.4(a) and (b) to fund the Research and Development ***Confidential Treatment Requested Costs provided for in any updated R&D Plan budget following approval thereof by the JSC to the extent of its then current Share of Net Profits and Losses, or (ii) exercises such rights, but subsequently breaches its funding commitment (an “Under-Funding Party”), then the other Party (the “Over-Funding Party”) may assume some or all of the shortfall in the Under-Funding Party’s funding of such Research and Development Costs in addition to its own Share of Net Profits and Losses (including by reducing such budget by an amount equal to the difference between the amount the Under-Funding Party actually funds and such Under-Funding Party’s then current Share of the Net Profits and Losses), in which case: (A) (i) the Over-Funding Party’s Share of Net Profits and Losses shall increase as to the Collaboration Product(s) resulting from the applicable Research and Development Program(s), and (ii) it shall thereafter have the right, but not the obligation, to fund future Research and Development Costs equal to its adjusted Share of Net Profits and Losses thereof; and (B) (i) the Under-Funding Party’s Share of Net Profits and Losses shall decrease as to the Collaboration Product(s) resulting from such Research and Development Program(s), and (ii) it may not thereafter incur future Research and Development Costs in excess of its adjusted Share of Net Profits and Losses thereof without the prior written approval of the other Party. Notwithstanding the foregoing, (i) in the event the Under-Funding Party timely elects, pursuant to Section 5.4.4(b), to fund some portion of the Research and Development Costs provided for in any updated R&D Plan budget following approval thereof by the JSC, but not to the full extent of its then current Share of Net Profits and Losses, then the Over-Funding Party may not reduce such budget without first offering the Under-Funding Party its right to fund such reduced budget as set forth in Section 5.4.4, and (ii) if as a result of a Minority Party’s failure or refusal to fund Research and Development Costs of a particular Research and Development Program, its Share of Net Profits and Losses of Collaboration Product(s) resulting from such Research and Development Program is adjusted below […***…] percent ([…***…]%), but remains above […***…] percent ([…***…]%), such Minority Party may, on or b...
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Related to Adjustments to Shares of Net Profits and Losses

  • Allocation of Net Profits and Net Losses As of the last day of each Fiscal Period, any Net Profits or Net Losses for the Fiscal Period shall be allocated among and credited to or debited against the Capital Accounts of the Members in accordance with their respective Investment Percentages for such Fiscal Period.

  • Allocation of Profits and Losses The Company’s profits and losses shall be allocated to the Member.

  • Allocations of Net Profits and Net Losses (a) After giving effect to the allocations under Sections 4.2 and 7.1(b)(v), Net Profits and Net Losses and all related items of income, gain, loss, deduction and credit for each Fiscal Period shall be allocated among the Members in such manner as shall cause the Capital Accounts of each Member to equal, as nearly as possible, (i) the amount such Member would receive if all assets on hand at the end of such year were sold for cash at the Carrying Values of such assets, all liabilities were satisfied in cash in accordance with their terms (limited in the case of Member Nonrecourse Debt and Company Nonrecourse Liabilities to the Carrying Value of the assets securing such liabilities), and any remaining or resulting cash was distributed to the Members under Section 4.4(a), minus (ii) an amount equal to such Member’s allocable share of Minimum Gain as computed immediately prior to the deemed sale described in clause (i) above in accordance with the applicable Treasury Regulations, and minus (iii) the amount any such Member is treated as obligated to contribute to the Company, computed immediately after the deemed sale described in clause (i) above.

  • Profits and Losses For financial accounting and tax purposes, the Company’s net profits or net losses shall be determined on an annual basis in accordance with the manner determined by the Board. In each year, profits and losses shall be allocated entirely to the Member.

  • Allocations of Profits and Losses Except as otherwise provided in this Agreement, Profits and Losses (and, to the extent necessary, individual items of income, gain or loss or deduction of the Partnership) shall be allocated in a manner such that the Capital Account of each Partner after giving effect to the Special Allocations set forth in Section 5.05 is, as nearly as possible, equal (proportionately) to (i) the distributions that would be made pursuant to Article IV if the Partnership were dissolved, its affairs wound up and its assets sold for cash equal to their Carrying Value, all Partnership liabilities were satisfied (limited with respect to each non-recourse liability to the Carrying Value of the assets securing such liability) and the net assets of the Partnership were distributed to the Partners pursuant to this Agreement, minus (ii) such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, computed immediately prior to the hypothetical sale of assets. For purposes of this Article V, each Unvested Unit shall be treated as a Vested Unit. Notwithstanding the foregoing, the General Partner shall make such adjustments to Capital Accounts as it determines in its sole discretion to be appropriate to ensure allocations are made in accordance with a partner’s interest in the Partnership.

  • Profits and Losses Distributions The Member shall treat all of the profits and losses of the Company as its own. All distributions shall be made to the Member at times and in amounts determined by the Member or the Board of Managers. The Company shall not make distributions to the Member if such distribution would violate Section 18-607 of the Act.

  • Adjustments to Shares If at any time while this Agreement is in effect (or Shares granted hereunder shall be or remain unvested while Recipient’s Continuous Service continues and has not yet terminated or ceased for any reason), there shall be any increase or decrease in the number of issued and outstanding Shares of the Company through the declaration of a stock dividend or through any recapitalization resulting in a stock split-up, combination or exchange of such Shares, then and in that event, the Board or the Committee shall make any adjustments it deems fair and appropriate, in view of such change, in the number of shares of Restricted Stock then subject to this Agreement. If any such adjustment shall result in a fractional Share, such fraction shall be disregarded.

  • 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 Net Income and Net Loss Net Income or Net Loss of the Partnership shall be determined as of the end of each calendar year and as of the end of any interim period extending through the day immediately preceding any (i) disproportionate Capital Contribution, (ii) disproportionate distribution, (iii) Transfer of a Partnership Interest in accordance with the terms of this Agreement, or (iv) Withdrawal Event. If a calendar year includes an interim period, the determination of Net Income or Net Loss for the period extending through the last day of the calendar year shall include only that period of less than twelve (12) months occurring from the day immediately following the last day of the latest interim period during the calendar year and extending through the last day of the calendar year. For all purposes, including income tax purposes, Net Income, if any, of the Partnership for each calendar year or interim period shall be allocated among the Partners in proportion to their respective Partnership Percentages for the calendar year or interim period. In the event of a Net Loss for a particular calendar year or interim period, then, for such calendar year or interim period, the Net Loss for such calendar year or interim period shall be allocated among the Partners in proportion to their respective Partnership Percentages for the calendar year or interim period.

  • Adjustments to Capital Accounts At the end of each Fiscal Period, the Capital Accounts of the Partners shall be adjusted in the following manner:

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