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.
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)..
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.
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.
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.
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.
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.
